Kingsley Coach Inc – ‘POS AM’ on 11/8/01

On:  Thursday, 11/8/01   ·   Accession #:  1026488-1-500009   ·   File #:  333-65654

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Sb-2/A Posam Nov8                                     91±   369K 

Document Table of Contents

POS AM
1st “Page” of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on November 8, 2001        
                                   Registration Number 333-65654

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, DC 20549      

FORM SB-2/A     

REGISTRATION STATEMENT      
UNDER THE     
SECURITIES ACT OF 1933      

(Post-Effective Amendment No. 1)      

The Kingsley Coach, Inc.  
_____________________________________________________________________________   
(Name of Small Business Issuer in its Charter)

Delaware                         3716                     23-3003600          
-----------------------------------------------------------------------------   
(State or other         (Primary Standard Industrial    (I.R.S. Employer        
Jurisdiciton of         Classification Code)            Identification No.)   
Incorporation or                                                              
Organization)                                                                 

RALPH DICKENSON, CHAIRMAN       
The Kingsley Coach, Inc.      
64 Old Route 522      
Middleburg, PA 17842      
(570) 837-7114      
----------------------------------------------------------------------------    
(Address and telephone number of Registrant's principal executive offices,    
principal place of business, and agent for service of process.)       
_________________________________     

Copy to     

ROBERT BRANTL, ESQ.     
322 Fourth Street     
Brooklyn, NY 11215      
Attorney for Issuer     
(718) 768-6045      
_________________________________   

  Approximate Date of Commencement of Public Sale:  As soon as practicable
after the Registration Statement becomes effective.                             

 If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering.   [ ]                             

  If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.   [ ]                                                    

  If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act,  check the following box and list the Securities Act  
registration statement number of the earlier effective registration statement   
for the same offering.   [ ]                                                    

If delivery of the prospectus is expected to be made pursuant to Rule 
434, check the following box. [ ]                                               

CALCULATION OF REGISTRATION FEE   

Title of Each                                   Proposed                        
Class of                       Proposed Maximum Maximum         Amount of       
Securities To   Amount To Be   Offering Price   Aggregate       Registration    
Be Registered   Registered (1) Per Share (2)    Offering Price  Fee             
------------------------------------------------------------------------------  
Common Stock,                                                                   
$.00001 par                                                                   
value           2,370,344     $0.19            $450,365         $112.59       

(1)  When the registration statement was declared effective on July 31, 2001,   
4,370,344 shares had been registered.  Since that time, options for   
2,000,000 shares that were included in the initial filing have expired
unexercised.  Accordingly, those 2,000,000 shares are hereby          
deregistered.                                                         

(2)  The proposed offering price is estimated solely for the purpose of         
calculating the registration fee.  Pursuant to Rule 457(c), the       
registration fee is based on $0.19, the average of the high and low   
prices of the Common Stock reported on the OTC Bulletin Board on July 
19, 2001.                                                             

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant      
shall file a further amendment which specifically states that this              
registration statement shall thereafter become effective in accordance with     
Section 8(a) of the Securities Act of 1933 or until the Registration Statement  
shall become effective on such date as the Securities and Exchange Commission,  
acting pursuant to said Section 8(a), may determine.                            

POS AM
2nd “Page” of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
THE KINGSLEY COACH, INC.  

Common Stock  
2,370,344 Shares  

Eleven shareholders of The Kingsley Coach, Inc. are offering shares of
Kingsley Coach common stock to the public by means of this prospectus.          

Kingsley Coach's common stock is quoted on the OTC Bulletin Board     
under the trading symbol "KNGS.OB."                                             

The eleven shareholders intend to sell the shares into the public     
market from time to time.  The shareholders will negotiate with the market      
makers for Kingsley Coach common stock to determine the prices for each sale.   
They expect each sale price to be near to the market price at the time of the   
sale.                                                                           

Purchase of Kingsley Coach common stock involves substantial risk.    
Please see "Risk Factors," which begins on page 4 of this prospectus.           

Neither the Securities and Exchange Commission nor any state          
securities commission has approved or disapproved of these securities or        
passed upon the adequacy or accuracy of this prospectus.  Any representation    
to the contrary is a criminal offense.                                          

The date of this prospectus is November    , 2001     

POS AM
3rd “Page” of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
TABLE OF CONTENTS     

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . .-3-               
Summary Financial Information . . . . . . . . . . . . . .-3-          

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . .-4-               

YOU SHOULD NOT RELY ON                                                          
FORWARD LOOKING STATEMENTS. . . . . . . . . . . . . . . .-7-          

DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . .-7-               

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . .-7-               
Market for the Common Stock . . . . . . . . . . . . . . .-8-          

MANAGEMENT'S DISCUSSION AND ANALYSIS OF                                         
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . .-9-          

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . -12-               

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . -18-               
Executive Compensation. . . . . . . . . . . . . . . . . -18-          
Other Transactions Between Kingsley Coach and its                     
Management. . . . . . . . . . . . . . . . . . . . . .  -20-         
Limitation of Liability and Indemnification . . . . . . -20-          

PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . -20-               

DESCRIPTION OF OUR SECURITIES. . . . . . . . . . . . . . . . -22-               

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . -23-               
Plan of Distribution. . . . . . . . . . . . . . . . . . -26-          

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . -28-               

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . -28-               

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . -28-               

INDEX TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . -30-               

POS AM
Last “Page” of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
PROSPECTUS SUMMARY              

The Kingsley Coach, Inc.                                                        

 The Kingsley Coach, Inc. is a Delaware corporation that participates in
the recreational vehicle industry.  The Kingsley Coach, Inc. manufactures the   
"Kingsley Coach," a unique recreational vehicle.  A Kingsley Coach consists of  
an upscale R.V. body mounted on a heavy-duty truck chassis with a front-end     
engine.  The end product provides the comfort of a well-appointed recreational  
vehicle with the driving power and safety of a freight-hauling truck.  We       
consider it the logical extension into the vacation market of the concept       
behind the sports utility vehicle, and we expect it to appeal to the "Baby      
Boomer" generation as they near retirement age.                                 

From 1996 until the summer of 2000 Kingsley Coach manufactured The    
Kingsley Coach to custom order.  During that period, we put 57 Kingsley         
Coaches on the road, which have logged over one million miles.  In the summer   
of 2000, we introduced our "Camelot Series," which consists of three standard   
models that incorporate the design elements that were most often requested in   
our custom models.  We currently market our products direct and through three   
distributors.  If our current efforts to obtain financing are successful, we    
intend to launch a national marketing program through an expanded in-house      
department and a full complement of distributors.                               

 The executive offices of Kingsley Coach are located at 64 Old Route 522
in Middleburg, Pennsylvania.  Our telephone number is 570-837-7114.             

The Selling Shareholders                                                        

  Eleven shareholders are using this prospectus to sell shares of Kingsley
Coach common stock to the public.  Seven of them acquired the shares from       
Kingsley Coach in exchange for services.  Three of them acquired the shares     
from Kingsley Coach in settlement of claims for money owed.  One purchased the  
shares from Kingsley Coach prior to the date of this prospectus.                

Outstanding Shares                                                              

  Kingsley Coach has issued only one class of stock: its common stock.  On
the date of this prospectus there were 16,314,321 shares of common stock        
outstanding.  There are also options outstanding for 300,000 shares of          
Kingsley Coach common stock.                                                    

Summary Financial Information                                                   

  In the summer of 2000 we changed our fiscal year-end from December 31 to
June 30, to conform with the norm in the recreational vehicle industry.         
Therefore, our financial statements include statements for a six month          
"transition period" from January 1, 2000 to June 30, 2000.                      

We have derived the information in this table from the financial      
statements that are at the end of this prospectus, except for the balance       
sheet data at 12/31/99, which we derived from the financial statements          
contained in our Annual Report on Form 10-KSB for that year.                    

                            Six Months
                         Year Ended       Ended     Year Ended
Statement of Operations            6/30/01        6/30/00     12/31/99          
------------------------------------------------------------------------        
Sales                             $ 4,921,797   $ 1,129,976  $ 2,810,632        

Cost of Sales                       3,684,945       705,683    1,919,851        
                            ------------------------------------
Gross Profit                        1,236,852       424,293      890,781        

G & A Expense                         986,480       944,935    1,315,383        
                            ------------------------------------
Net Income/(Loss) from                                                          
Operations                           250,372      (520,642)    (424,602)      
                            ------------------------------------
Other Income/(Expense)                (98,241)      (59,927)    (126,916)       

Extraordinary Item                          -             -      550,000        

Net Income/(Loss)                     152,131      (580,569)      (1,518)       
                            ====================================
Net Income/(Loss) Per Share        $     0.02    $    (0.07) $     (0.01)       
                            ====================================

Weighted Average Number of                                                      
Shares Outstanding                 8,523,852     8,174,043    6,475,422       

Balance Sheet Data                   6/30/01       6/30/00      12/31/99        
-------------------------------------------------------------------------       
Working Capital/(Deficit)          $ (776,381)   $ (473,475) $  (115,423)       

Total Assets                        1,785,000     2,018,571    2,186,005        

Shareholders' (Deficit)              (203,360)     (430,491)    (267,147)       

RISK FACTORS        

You should carefully consider the risks described below before buying 
our common stock.  If any of the risks described below actually occurs, that    
event could cause the trading price of our common stock to decline, and you     
could lose all or part of your investment.                                      

Kingsley Coach will not be able to carry out its business plan without
additional funds.                                                               

  The business plan developed by our management requires, at a minimum, an
additional $2 million in capital.  Those funds, if acquired, would be used      
primarily to fund an increase in work-in-process and an inventory of finished   
vehicles.  Lacking those funds, we now commence manufacturing a vehicle only    
after we have received a purchase order for it.  This means we deliver          
vehicles many months after they are ordered.  This condition limits our sales,  
as potential customers often opt to purchase a competitor's vehicle, which can  
be delivered from the competitor's inventory within days after the customer     
places the purchase order.  In order to achieve satisfactory growth,            
therefore, we will require additional capital.                                  

Kingsley Coach may be unable to obtain the funds we need to carry out 
our business plan.                                                              

 Our management has been engaged for over two years in seeking the funds
we require in order to carry out our business plan.  They have been             
unsuccessful.  Our efforts to develop sources of equity financing continue.     
But we do not know if we will be able to obtain the funds we need.  If we do    
not obtain those funds, we will not be able to expand our operations to any     
significant rate.                                                               

We have marketed our product on a limited basis only, and we can only 
speculate as to whether a significant market exists for our product.            

Until the summer of 2000, we sold only custom-built Kingsley Coaches, 
and we sold them primarily to individuals involved in the trucking industry.    
We have only this year commenced selling our standardized Camelot series, and   
the marketing effort remains limited due to our limited capital resources.  At  
the same time, there is no competitor selling recreational vehicles similar to  
the Kingsley Coach to a national market.  Therefore, our expectation that       
there is a national market for our product of sufficient size to support our    
growth is speculative, supported by only anecdotal evidence.  If there are not  
enough customers for our product, we will not be successful in growing.         

We do not know if we will be able to develop a national marketing     
network that is satisfactory for our needs.                                     

Our marketing program today consists of three distributors, one       
consultant, and one in-house salesman.  We do not intend to expand our          
marketing program significantly unless we acquire additional funds, since our   
existing backlog exhausts our capacity to fund manufacturing for the next       
twelve months.  Therefore, we do not know whether, if and when funds become     
available, we will be able to develop a national marketing program on terms     
that are beneficial to our company.                                             

  There are companies involved in the manufacture of recreational vehicles
who could destroy our market if they chose to compete against us with a         
similar product.                                                                

The recreational vehicle industry is dominated by a small number of   
major companies.  Five manufacturers currently account for over two-thirds of   
recreational vehicle sales in the United States.  These manufacturers are very  
well capitalized.  If any one of them decided to introduce a recreational       
vehicle similar in concept and design to the Kingsley Coach, it would be very   
difficult for us to compete effectively.                                        

 A problem with our materials producers could seriously delay production
of our products.                                                                

Currently, Thor of America produces the RV bodies for all of our      
vehicles under a contract that terminated on September 10, 2001.  Our           
relationship with Thor of America is now "at-will."  If Thor failed to          
manufacture the bodies we needed on schedule, our own production of vehicles    
would likely be delayed, which would have an adverse effect on our sales.       

 A downturn in the U.S. economy would be likely to reduce demand for our
products.                                                                       

   The Kingsley Coach is a luxury vehicle, generally costing over $200,000
each.  If there is a recession in the United States, it would be likely to      
result in a reduced demand for luxury items, which could adversely affect our   
company's sales.  Many economists believe that the United States is, in fact,   
now in a recession.                                                             

Our business development could be hindered if we lost the services of 
our Chief Executive Officer.                                                    

Ralph Dickenson is the only executive officer of Kingsley Coach who is
engaged full-time in the company's business.  Mr. Dickenson is responsible for  
strategizing not only our product development but also the means of financing   
it.  If Mr. Dickenson were to leave Kingsley Coach or become unable to fulfill  
his responsibilities, the likely effect would be a delay in the development of  
Kingsley Coach until a suitable replacement for Mr. Dickenson could be          
retained.                                                                       

  The volatility of the market for Kingsley Coach common stock may prevent
a shareholder from obtaining a fair price for his shares.                       

 The common stock of Kingsley Coach is quoted on the OTC Bulletin Board.
Trading volume is usually relatively small, and prices vary dramatically from   
time to time.  It is impossible to say that the market price on any given day   
reflects the fair value of Kingsley Coach, since the price often moves up or    
down by 25% in a week's time.  A shareholder in Kingsley Coach who wants to     
sell his shares, therefore, runs the risk that at the time he wants to sell,    
the market price may be much less than the price he would consider to be fair.  

Issuance of common stock and equivalents by Kingsley Coach may dilute 
the value of outstanding shares and reduce the market price of our common       
stock.                                                                          

Throughout the past two years, Kingsley Coach has engaged in the      
practice of compensating our officers, directors, professional advisers and     
others by issuing common stock or options to them.  In addition, we have        
recently issued 5,000,000 shares of our common stock in exchange for certain    
inventions.  We issued those shares to a corporation controlled by individuals  
who work for Kingsley Coach.  We expect to continue these practices, at least   
until we have sufficient capital resources that we can afford to pay cash for   
all of these services.  In addition, we hope to sell equity shares in order to  
obtain the funds necessary to accomplish our business plan.  Any or all of      
these transactions could have the effect of diluting the value of our           
outstanding shares.  In addition, the market for our shares may be adversely    
affected by the issuance of additional shares.                                  

YOU SHOULD NOT RELY ON  
FORWARD LOOKING STATEMENTS  

This prospectus contains a number of forward-looking statements       
regarding our future prospects.  Among the forward-looking statements are       
descriptions of our plans to develop a national market for our Camelot line of  
vehicles, our plans to expand our product lines, and our expectations that we   
will be making acquisitions.  These forward-looking statements are a true       
statement of our present intentions, but are neither predictions of the future  
nor assurances that any of our intentions will be fulfilled.  Many factors      
beyond our control could act to thwart Kingsley Coach in its efforts to         
develop and market its products, including factors discussed in "Risk Factors"  
as well as factors we have not foreseen.   In addition, changing circumstances  
may cause us to determine that a change in plans will be in the best interests  
of Kingsley Coach.                                                              

DIVIDEND POLICY     

We have never declared or paid any dividends on our common stock.  We 
expect to retain future earnings, if any, for use in the operation and          
expansion of our business, and do not anticipate paying any cash dividends in   
the foreseeable future.                                                         

CAPITALIZATION    

The capitalization of Kingsley Coach on June 30, 2001 consisted of:   

*   8,643,727 shares of common stock outstanding, with a deficit net  
    worth of $203,360 (since that date, an additional 7,670,594 shares
     have been issued, for services and in exchange for two inventions);

*   $443,299 in long-term debt.                                       

Market for the Common Stock                                                     

  Our common stock is listed for quotation on the OTC Bulletin Board under
the trading symbol "KNGS.OB."  The following table sets forth the bid prices    
quoted for our common stock on the OTC Bulletin Board during the eleven         
quarters starting January 1, 1999 and ending September 30, 2001.                

Bid 
Quarter Ending                  High        Low                                 
--------------------------------------------------                              
March 31, 1999                 $ 6.00     $ 3.50                                
June 30, 1999                  $ 4.00     $ 1.63                                
September 30, 1999             $ 1.75     $  .83                                
December 31, 1999              $ 1.25     $  .50                                

March 31, 2000                 $ 7.00     $ 1.44                                
June 30, 2000                  $ 2.00     $  .44                                
September 30, 2000             $ 1.63     $  .53                                
December 31, 2000              $  .56     $  .27                                

March 31, 2001                 $  .47     $  .16                                
June 30, 2001                  $  .51     $  .17                                
September 30, 2001             $  .34     $  .06                                

 Our shareholders list contains the names of 484 registered shareholders
of record.  Based upon information from nominee holders, we believe the number  
of owners of our common stock exceeds 800.                                      

Stock and Stock Option Plan                                                     

In order to attract and retain qualified executives and other skilled 
personnel, it will be useful to have the ability to offer recruits equity in    
The Kingsley Coach, Inc.   For this reason, the Board of Directors has adopted  
the 2000 Stock and Stock Option Plan.  The Plan permits the Stock Incentive     
Committee (currently, Messrs. Carlson and Dickenson) to issue Non-Qualified     
Stock Options, Restricted Shares, Performance Shares, or any combination        
thereof, up to a total of 1,000,000 shares.   To date, 350,000 Restricted       
Shares have been issued to Kingsley Coach employees under the Plan.  In         
addition, options for 300,000 shares have been issued to the members of the     
Board of Directors under the Plan                                               

MANAGEMENT'S DISCUSSION AND ANALYSIS OF       
FINANCIAL CONDITION AND RESULTS OF OPERATIONS       

You should read the following discussion in conjunction with our      
Financial Statements and the notes to the Financial Statements, which appear    
at the end of this prospectus.  A summary of the Financial Statements appears   
in the Prospectus Summary at the beginning of this prospectus.                  

Results of Operations                                                           

Sales of the Kingsley Coach in fiscal 2001 (year ended June 30, 2001) 
were over four times greater than sales in the six months ended June 30, 2000   
and 75% greater than sales in the year ended December 31, 1999.  This reflects  
the steady growth in sales that Kingsley Coach has experienced over the past    
two years.                                                                      

  Orders for motorhomes are more likely to be placed in the Spring than in
any other season.  Our well-financed competitors, therefore, customarily        
record the greater portion of their sales in the first half of the calendar     
year.  However, because we lack sufficient funds to maintain an inventory of    
finished coaches and because our products were, until this year, custom-        
designed, Kingsley Coach sales in the first six calendar months usually lag     
sales in the latter six calendar months, when we are able to deliver the        
coaches ordered in the Spring.  For this reason, the $1,129,976 in sales        
recorded between January 1, 2000 and June 30, 2000 were only slightly more      
than half the sales of $2,230,842 recorded in the six months from July 1, 1999  
to December 31, 1999.  This year, however, as our sales became focused on our   
standardized Camelot models, the disparity in sales between the last six        
months of calendar 2000 ($2,687,731) and the first six months of calendar 2001  
($2,234,066) was not nearly as sharp.  In the future, if we are able to obtain  
a sufficient level of capital resources, through sale of our equity or          
otherwise, we intend to maintain an inventory of finished products.  So our     
revenue cycles would then more closely conform to the normal industry           
experience, in which inventory is built up during the Fall and Winter and is    
converted to sale revenue in the Spring and Summer.                             

Our passage from wholly-custom sales to primarily-standardized sales  
will permit us to market the Kingsley Coach efficiently, once we have the       
funds available to commence a national marketing strategy.  Meanwhile,          
however, the change will have the effect of reducing the gross margin we        
realize on our sales.  The reduction will occur on sales we make through        
distributors because the distributor's margin will reduce our margin.  The      
reduction will also occur on our direct sales, since we can impose a larger     
markup on a custom vehicle than on a standard model.  For fiscal 2001, we       
posted a gross margin of 25% of revenues, as compared to 38% for the six        
months ended June 30, 2000.  As future revenues will arise primarily from       
sales of our standard models, such as the Merlin and the SURV, we expect our    
profit margins to stabilize at approximately 27%, although per unit marketing   
expense associated with the standard models should be lower than would be       
associated with custom models.  However, the efficiencies involved in           
marketing standard models should result in a better bottom line than we could   
accomplish with custom sales.                                                   

For the two years that ended on June 30, 2000, our expenditures for   
research and development equaled almost 30% of our revenues, and exceeded the   
amount of our overall net loss.  During this period we were manufacturing the   
Kingsley Coach entirely on a custom basis, as a means of determining the        
styling and amenities that would most appeal to our target market.  We          
completed this development process at the end of June, 2000.  In August, 2000,  
therefore, our Board of Directors changed our fiscal year-end from December 31  
to June 30.  This was done to reflect the completion of product development     
and to bring us into conformity with the recreational vehicle industry, which   
generally completes its selling cycle and its fiscal years in the summer        
months.                                                                         

During the year ended June 30, 2001, we achieved $4,921,797 in sales, 
and realized net income of $152,131.  The principal reason we achieved          
profitability in that period was that we incurred no research and development   
expenses during the year.  We do intend to carry on research and development    
activities in the future related to our "second generation products."  We       
expect, however, that future research and development costs can be held to a    
level that will equal between 5% and 10% of sales.  This reduction in our       
largest class of indirect expenditure brings us to a level of overall           
operating expense at which we should need only modest increases in our          
production volume in order to sustain profitability.                            

Our ability to operate profitably at a low level of sales is aided by 
the fact that, for the foreseeable future, we will market only a single line    
of products.  This business model eliminates the need for a large number of     
strategic managers and a complex sales staff.  We currently have only one       
executive officer, whose annual salary is $21,600.  We also have three          
managers making over $50,000 per year, whose aggregate annual salaries total    
$180,000.  For that reason, our indirect labor costs have historically          
represented a relatively low portion of our sales, and should continue to be    
modest relative to sales volume.                                                

As of September 24, 2001, Kingsley Coach has a backlog of 16 units,   
representing sales in excess of $2.2 million, despite the fact that we have     
made only a very minimal marketing effort.  We are gradually ramping up our     
sales effort and, to this end, in the summer of 2000, we hired a national       
sales director and contracted with a national marketing firm to manage our      
marketing campaign.  At the present time, however, a rapid expansion of our     
marketing effort would be counterproductive.  Without additional financing,     
our production will be limited to approximately 30 units per year.  We expect,  
therefore, that our backlog will support a gradual increase in sales over the   
next year; but without additional financing we will not be able to achieve any  
dramatic growth.                                                                

Liquidity and Capital Resources                                                 

  Kingsley Coach has only one contracted source of financing.  That is the
Agreement for Wholesale Financing that we made with Deutsche Financing          
Services on November 1, 1999.  That Agreement contemplates loans to an          
aggregate of $500,000 for the purpose of purchasing inventory and components    
from vendors approved by the lender.  The loans are secured by the inventory    
purchased.  Terms of the credit must be negotiated with each advance.  At June  
30, 2001, we owed $350,093 under that agreement, on loans bearing interest at   
12% to 13.5%.                                                                   

Deutsche Financing Services has also recently approved Kingsley Coach 
for a short term account receivable ("STAR") credit facility.  Under the STAR   
program, Deutsche Financing will advance to us the cost of the chassis and      
body for a vehicle purchased by a qualified buyer, and take the receivable      
from the buyer as collateral for the loan.  To date we have not used the STAR   
facility.                                                                       

At June 30, 2001 Kingsley Coach had a working capital deficit of      
$776,381, a further  weakening from our deficit of $473,475 at the end of       
June, 2000.  The increase in the deficit occurred as increased sales            
dramatically reduced our inventory during the year.  We utilized the cash from  
sales to reduce our notes payable by $362,859, including a reduction of         
$161,614 in long term debt, and also devoted $100,867 to an increase in our     
production capability.  So, although our working capital deficit increased      
during the year, the net worth of our company increased by $227,131.            

  While our working capital deficit is not healthy, we do not believe that
it imperils our ability to sustain operations. In fact, Kingsley Coach has had  
a working capital deficit throughout the past two years, and has nevertheless   
sustained operations.  The primary reason that we are able to function despite  
negative working capital is that most of our debt at June 30, 2001 was held by  
"friendly" creditors:                                                           

                                Long-Term Debt    Current Debt
                                 -------------------------------
Wilbur Rimes(1)                        $   42,399        $  349,697         
Verdo Lancaster(2)                              -            30,000         
DRK, Inc. Affiliates(3)                   250,000                 -         
                                --------          --------
Affiliated Creditors                   $  292,399        $  379,697         

Deutsche Financing(4)                     350,093                 -         
Others                                     14,377            63,602         
                                --------          --------
All Creditors                          $  656,869        $  443,299         

_______________________________                                             
(1)  Wilbur Rimes is the spouse of Catherine Rimes and son-in-law of        
Ralph Dickenson, both of whom are members of the Kingsley Coach   
Board of Directors.                                               
(2)  Verdo Lancaster is a member of the Kingsley Coach Board of             
Directors.                                                        
(3)  DRK, Inc. is owned by Catherine Rimes and George Carlson, who are      
members of the Kingsley Coach Board of Directors.  Amounts shown  
here are due to parties related to DRK.                           
(4)  Deutsche Financing Services finances our purchases from Thor           
America until the body enters our factory.                        

Although our working capital deficit does not prevent us from carrying
on operations, it remains a significant problem for Kingsley Coach, as it       
denies us the ability to finance significant growth internally.  For that       
reason we are actively seeking a capital infusion of $2,000,000 to $5,000,000,  
which would provide us the funds needed to finance the substantial increase in  
our inventory levels necessary to sustain significant growth.  At the present   
time, however, we have received no commitments, and we do not know what terms   
we may be able to acquire capital on, if any.                                   

Even if our search for capital is unsuccessful, we expect to work our 
way back to positive working capital through our operations alone.  Since June  
30, 2000 we have been operating profitably, and sales continue to grow. Our     
existing facilities are sufficient to permit us to produce 120 vehicles each    
year, which far exceeds the production schedule that our capital resources      
will permit.  So, although a capital infusion is certainly desirable, and will  
be necessary if we are to take full advantage of the apparent demand for our    
product, we are cautiously confident of our ability to sustain operations from  
internally generated cash alone.                                                

Until the ramp-up in expenses during calendar 2000 to meet anticipated
increases in Camelot sales, our operations produced positive cash flow.  In     
fiscal 1999 our operations produced $111,992 in cash.  However, during the      
first nine months of calendar year 2000, operations generated a cash flow       
deficit of $604,026, primarily due to an increase of $522,894 in inventory as   
well as expenses attributable to increases in personnel and facilities in       
anticipation of Camelot sales. For the entirety of fiscal 2001, however, our    
operations produced $352,819 in cash, all of which has been used to reduce our  
debt.  Our cash flow, therefore, is essentially a function of how aggressively  
we grow.  If we remain cash poor, we will hold production at a level that can   
be sustained by cash from sales and down payments.  If funds become available,  
we will increase production.                                                    

  The Company is 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 is engaged in    
seeking sources of financing to enable the Company to fund the growth at a      
rate determined by market demand.                                             

BUSINESS              

The Kingsley Coach                                                    

The Kingsley Coach, Inc. is engaged in the business of manufacturing  
motorhomes under the tradename "Kingsley Coach."  Until July, 2000 all of the   
motorhomes that we built were custom-designed. We now offer a series of         
standard models under the tradename "Camelot."                                  

The Kingsley Coach is an R.V. body mounted onto a stretched truck     
chassis.  We open the back of the cab and weld the living quarters to the open  
frame, creating a walk-through vehicle with the safety of uni-body              
construction.  The direct competitors of the Kingsley Coach are the Type A      
Motorhomes.   But the construction and features of the Kingsley Coach           
distinguish it from any motorhome on the road today:                            

*   The walls, the floor and the roof are double-reinforced.          

*   Up front is a Class 8 truck engine.  We currently put a diesel    
engine producing up to 600 horsepower in each Kingsley Coach. 
It gets approximately 9.3 miles per gallon, and is rated to   
haul 85,000 pounds.  The average Kingsley Coach weighs less   
than 38,000 pounds; so you always have power to spare when you
want to attack a hill.                                        

*   The combination of heavy-duty construction and high power         
engine gives you a stable, vibration-free, sway-free ride.    

*   A Kingsley Coach can be serviced at almost any truck stop,        
whereas a conventional motorhome generally needs a motorhome  
mechanic.                                                     

*   The Kingsley Coach looks like a truck, but is as user-friendly    
as a sedan.  It features automatic transmission, cruise       
control, a rear-view, back-up camera,  and reserve tanks that 
hold up to a full week's supply of power and water.           

  We have been selling the Kingsley Coach since 1996.  Until the summer of
2000, however, all of the vehicles we sold were custom-made, often using the    
customer's own used truck.  We intend to continue to offer customers the        
option of custom-designing their own Kingsley Coach.  We expect, however, that  
customers will increasingly opt for one of the standard models we now offer in  
the Camelot series:                                                             

 Camelot Excalibur - 40' Model.  This coach, offering 300 square feet of
living space fully expanded, is our base model.  It includes all of the         
features noted above plus a luxury, functionally designed interior, and is      
designed to compete effectively with the mid-range 40' RV models.               

Camelot SURV - 40' Model.  The SURV allows the owner the luxury       
standards of the Excalibur, with the added convenience of a rear utility        
garage.  The rear garage, measuring 17' by 8', offers over 140 square feet of   
utility space, with a rear-attached metal (roll-up or ramp) door for easy       
access.  A drop-down bed is mounted to the wall, for use when you don't need    
the storage space.  Lift the bed, however, and you have room for your           
motorcycles, your hot-air balloon, your snowmobiles - even your horses.         

  Camelot Merlin - 45' Model.  The Merlin offers a full 360 square feet of
floor space.   It includes all of the features noted above plus a luxury,       
functionally designed interior, and is designed to compete effectively with     
the mid-range 45' RV models.                                                    

In addition, we currently also offer a Kingsley Coach product directed
exclusively to the long-haul trucking industry.  Named "The Sleeper," the       
product is an example of our plan to expand our markets without straying from   
our core competencies.  The Sleeper is a seamless 13-foot add-on to a high-end  
sleeper cab that offers the added space of an eight-by-three foot slide out.    
For the driver whose freight-haul configurations permit the addition of 5,000   
pounds to his chassis, the Sleeper adds home-like comforts to his existing      
tractor.  We expect the Sleeper to be attractive to trucking companies that     
face a nation-wide driver shortage and are searching for ways to attract good   
drivers.  To date, we have produced three Sleepers on a custom basis.           

Custom Manufacturing                                                  

    Until this fiscal year, every Kingsley Coach has been custom-manufactured,
often by conversion of a tractor previously owned and used by the customer.     
Our entry into assembly line manufacturing will lower our product cost          
substantially, and provide us access to a much wider market.  We expect,        
however, that there will still be a number of our customers who will opt for    
a uniquely-designed product.  So we will continue to offer customers the        
option of a Kingsley Coach designed entirely to their specifications.           

These "Roadmasters" will generally contain elaborate amenities, and   
retail for approximately 50% more than our standardized models.  Because the    
market for $500,000 recreational vehicles is limited, however, we expect that   
production of the Roadmasters will not grow as rapidly as production of the     
Camelot series.                                                                 

Specialized Applications                                              

 The same characteristics that make the Kingsley Coach attractive in the
vacation market make it suitable for use in a wide variety of specialized       
applications.  By way of examples, we have already designed Kingsley Coaches    
for use by:                                                                     

*   Sports Teams.  Within a single Kingsley Coach, we can provide     
    sleeping space for 27, as well as room for the athletes to sit and
    stretch their legs.  While this may not provide the pampering that
    an NBA team may expect, the comfort and luxury of a Kingsley Coach
   is a significant step up from the traditional bus for a traveling
Arena Football team or a college soccer club, without a       
   significant step up in price.  To date, we have sold six Kingsley
Coaches outfitted for sports teams.                           

*  Mobile Medical Services.  Today, when disaster strikes, the      
medical team needs equipment right away.  The power and       
    spaciousness of a Kingsley Coach make it an ideal vehicle to carry
  that equipment into the next fire, flood or landslide.  To date,
we have sold one Kingsley Coach disaster unit.                

*  Equestrian Teams.  How do you get the horses to the meet in      
relative calm?  Put them in a powerful, stable Kingsley Coach.
The horses and the riders arrive, rested and ready.           

To date our marketing of these specialized applications has been      
sporadic, due to our limited resources.  Our plan is that when the marketing    
of the Camelot Series has become stabilized, we will focus the attention of     
our in-house marketing staff on these and other specialized applications.  We   
expect that many of the sales would entail multiple units - e.g. for an entire  
government fleet or for a sports league.  So marketing should be relatively     
efficient.                                                                      

Production                                                            

The production of a Kingsley Coach is conceptually simple:            

*   We contract for a truck chassis, made to order;                   
*   We contract for an RV body, made to our specifications;           
*   We fabricate a heavy-duty lower section for storage and stability;
*   We buy some miscellaneous off-the-shelf components (generators,   
tanks, inverters, and the like); and                        
*   We bolt and weld it all together.                                 

The RV bodies we use are manufactured to our specifications by Thor   
America, Inc.   Thor America is one of the largest fabricators of RV bodies in  
the U.S.  Since September, 1998, the Company's principal offices and            
production facilities have been located on the premises of Thor America's       
facilities in Middleburg, Pennsylvania.                                         

  The agreement between Thor America and Kingsley Coach gives Thor America
the exclusive right to manufacture RV bodies for Kingsley Coach. Thor America   
provides Kingsley Coach an 8,000 square foot manufacturing facility and a       
2,500 square foot office and showroom facility on two acres of land, all  of    
which is located on Thor America's factory site in Middleburg.  For those       
premises, Kingsley Coach pays $1.00 per year and its allocated share of direct  
expenses.  Either party may terminate the agreement at will.                    

Kingsley Coach provides Thor America the specifications for each RV   
body.  Upon completion, Thor America transfers the RV body to the Kingsley      
Coach portion of the facility.  Kingsley Coach pays Thor America according to   
a price schedule fixed by Thor America from time to time.  Kingsley Coach also  
pays an additional $5,000 per body to amortize loans of $275,000 that were      
made by Thor America to Kingsley Coach in 1999.                                 

Sales and Marketing                                                   

To date, the Kingsley Coach has been marketed mostly by word of mouth,
supplemented by occasional print ads in trucking and RV magazines and           
appearances at truck shows.  Without the capital necessary to ramp up           
production, an aggressive marketing campaign would have been                    
counterproductive.  Nevertheless, the feedback we received from our             
appearances indicated that there is a substantial market available for our      
product.                                                                        

In July of this year, we initiated a nationwide marketing campaign by 
hiring a Director of National Sales and by retaining Typecase Multimedia, Inc.  
to manage our marketing and promotional efforts.  Already we are making more    
promotional appearances at RV shows and upscale sporting events.  These         
appearances are targeted to gain Kingsley Coach brand recognition among         
financially successful Baby Boomers.  When financing becomes available, we      
will launch a multimedia campaign to achieve two primary goals: familiarizing   
our target market with the concept of the Kingsley Coach and building           
awareness of the Kingsley Coach brand.  The theme of the campaign will be       
"luxury with power."                                                            

The Kingsley Coach is sold directly and through a dealer network.  To 
date, we have appointed exclusive dealers in Texas and eastern Florida, each    
of whom is required to sell three units during each 12 month period to retain   
its exclusivity.  As our production capabilities become sufficient to service   
added demand, we will expand our network incrementally until it reaches         
nationwide.  In the meanwhile, we have contracted with Four State Trucking of   
Joplin, Missouri to serve as our national dealer on a non-exclusive basis.      
Our agreement with Four States required Four States to pay a $300,000 deposit   
on the purchase of 50 units (i.e. $6,000 deposit per unit).                     

No single customer accounted for more than 10% of our sales during the
years ended June 30, 2001 and December 31, 1999 or during the transition        
period ended June 30, 2000.                                                     

Backlog                                                               

 On September 24, 2001 our backlog was 16 units, representing $2,200,000
in potential sales.  On September 24, 2000, the backlog was 41 units            
($10,045,000 in potential sales).  We do not consider the reduction in backlog  
to be an indicator of future results because, until we obtain the capital       
investment needed to finance additional sales, our annual production is         
limited to approximately 30 units.                                              

Competition                                                           

The Class A Motorhome segment of the RV industry is dominated by five 
manufacturers, who account for over   of annual domestic sales: Fleetwood,      
Winnebago, Coachman, Monaco, and Thor.  These competitors have two major        
advantages over The Kingsley Coach: name recognition and capital resources.     
The Kingsley Coach will attempt to compete with these established companies     
primarily on the basis of the unique advantages of a truck chassis: strength,   
serviceability, and safety.                                                     

Research and Development                                              

  Until July of 2000, we were still developing its products.  Accordingly,
research and development until that time represented nearly 30% of sales:       
$330,000 in the six months ended June 30, 2000, $850,000 in the year            
ended December 31, 1999 and $600,000 in the year ended December 31, 1998.       
Beginning in the 2001 fiscal year, we have been marketing the products          
previously developed.  Accordingly, we incurred no research and development     
expense in the year ended June 30, 2001.                                        

On October 26, 2001 Kingsley Coach acquired all the rights to two     
inventions that we intend to incorporate into our Kingsley Coaches.  One        
invention is a mechanism that enables the garage/storage compartment in a       
recreational vehicle to be easily lowered and raised.  This represents a        
significant improvement over the inclined ramps commonly used, as loading at    
ground level is easier.  In addition, the new mechanism permits loading to be   
accomplished in a smaller area than the ramp, which generally requires          
clearance in back of the vehicle. A patent application for this invention is    
pending at the U.S. Patent Office.                                              

 The other invention that we recently acquired is a system through which
gray water from the showers, sinks and washer in a recreational vehicle can be  
used for the toilet function.  This system will reduce the demand for fresh     
water in the vehicle, making the storage systems more efficient.                

The inventions were acquired from Matco, Incorporated, a Minnesota    
corporation.  The owners of Matco are Matthew Dickenson, George D. Carlson,     
and Jeannie Michels. Mr. Carlson and Ms. Michels are employees of Kingsley      
Coach. Mr. Dickenson provides services to Kingsley Coach through our            
arrangement with DRK Enterprises.  In consideration of the two inventions,      
Kingsley Coach issued to Matco, Incorporated five million (5,000,000) shares    
of its common stock.                                                            

Employees                                                             

We currently employ 24 individuals. Six are employed in administrative
positions, sales and marketing positions, and 18 in production.  None of our    
employees are members of a union.  We believe that our relations with our       
employees are good.                                                             

Our Facilities                                                        

Our production facilities are located on the grounds of Thor America, 
Inc..  Our arrangement with Thor America is described above.  In addition, we   
have leased a 2,400 square foot body shop in Middleburg for a rental of         
$24,000 per year.  The lease expires on February 28, 2005, but may be           
terminated by Kingsley Coach on 90 days notice.  We also lease an office and    
showroom facility in Middleburg for a rental of $1,200 per month.               

We also lease a 3,000 square foot production facility in Ramsey,      
Minnesota.  The lease is on a month-to-month basis, and the current rental is   
$1,000 per month.  At present, the Ramsey facility is used for engineering and  
design.  However, we are in the process of moving a portion of our custom       
fabrication operations to Anoka.                                                

MANAGEMENT            

This table identifies our directors and executive officers.  Directors
serve until the next annual meeting of shareholders and until their successors  
are elected and qualify.  Officers serve at the pleasure of the Board of        
Directors.                                                                      

Director                                                                        
Name                 Age            Position with the Company   Since           
---------------------------------------------------------------------           
Ralph Dickenson      61             Chairman (CEO, CFO)         1998            
Verdo Lancaster      63             Director                    1998            
Catherine Rimes      40             Director                    1998            
James Whitehead      58             Director                    1998            
George O.R. Carlson  60             Director                    2001            

Ralph Dickenson founded Kingsley Coach in 1996, and has served as its 
Chairman since that time.  Except for the period from March of 2000 until       
March of 2001, Mr. Dickenson also served as our Chief Executive Officer.  Mr.   
Dickenson is the father of Catherine Rimes, a member of the Board of            
Directors.                                                                      

Verdo Lancaster has been self-employed for the past five years as a   
gospel singer.  Previously, Mr. Lancaster owned and operated a number of        
trailer home distributorships in Louisiana.                                     

Catherine Rimes has been self-employed as a horse rancher since 1998. 
From 1994 to 1997, Ms. Rimes served as President of Brake Alert, Inc., which    
was engaged in the business of manufacturing and marketing parts for            
transportation equipment.  Ms. Rimes is the daughter of Ralph Dickenson, the    
Chairman of Kingsley Coach, and the niece of George Carlson, a member of the    
Board of Directors.                                                             

  James Whitehead has for the many years served as co-owner and Manager of
Whitehead Business Trucking Co.                                                 

George O.R. Carlson is an engineer, who has been involved in the      
development of the Kingsley Coach since 1996.  Mr. Carlson's services are       
provided to Kingsley Coach by DRK Enterprises pursuant to our Management        
Services Agreement with DRK.  Mr. Carlson is the uncle of Catherine Rimes, a    
member of our Board of Directors.                                               

Executive Compensation                                                          

The following table sets forth all compensation awarded to, earned by,
or paid by Kingsley Coach to Ralph Dickenson, its Chief Executive Officer, for  
services rendered in all capacities to Kingsley Coach during the years ended    
June 30, 2001, 2000 and 1999.    Mr. Dickenson was Kingsley Coach's Chief       
Executive Officer until March 1, 2000, and again since March 1, 2001.  He is    
currently paid an annual salary of $21,600.  There was no executive officer     
whose total salary and bonus for the fiscal year ended June 30, 2001 exceeded   
$100,000.                                                                       

                      Long -Term
Compensation            Compensation  
  Year   Salary      Stock Options Granted
--------------------------------------------------------------------            
Ralph Dickenson       2001  $7,494               75,000                         
2000  $7,200                    -   
1999  $7,200                    -   

Employment Agreements                                                 

  All of our employment arrangements with our executives are on an at will
basis.                                                                          

Management Services Agreement                                         

 Kingsley Coach is party to a Management Services Agreement dated May 7,
1999 with DRK, Inc.  DRK is a Minnesota corporation whose office is located in  
Kingsley Coach's offices in Ramsey, Minnesota.  The owners of DRK are           
Catherine Rimes and George O.R. Carlson, who are members of the Kingsley Coach  
Board of Directors.  Ralph Dickenson acts, from time to time, as a business     
consultant to DRK.                                                              

  The Agreement provides that for the term of the Agreement, which expires
on December 31, 2004, DRK will provide to Kingsley Coach all of its executive   
management services, including CEO, COO, Chief Marketing Officer and Chief      
Production Officer.  In compensation, Kingsley Coach is required to pay DRK     
the greater of (a) DRK's out-of-pocket expenses incurred in providing the       
management personnel or (b) ten percent of Kingsley Coach's sales revenue.  In  
addition, Kingsley Coach granted 2,000,000 shares of restricted stock to DRK,   
which DRK will retain only if Kingsley Coach achieves certain sales and net     
income targets during each of the five years between July 1, 2000 and June 30,  
2005.  In the year ended June 30, 2001 Kingsley Coach achieved the net income   
target but fell short of the sales target.  However, in lieu of cancelling      
200,000 shares owned by DRK due to the shortfall, as provided in the            
Agreement, Kingsley Coach accepted a waiver by DRK of $168,123 due to it from   
Kingsley Coach.                                                                 

 During the year ended June 30, 2001, DRK provided to Kingsley Coach the
services of eight non-officer employees.  In compensation for those services,   
Kingsley Coach incurred an obligation to DRK in the amount of $254,740.         

Kingsley Coach may terminate the Management Services Agreement at any 
time, but must upon termination purchase all shares of Kingsley Coach's stock   
owned by DRK for the greater of $5 million or fair market value.  In addition,  
if Kingsley Coach does not achieve the revenue and profit targets set forth in  
the Agreement, Kingsley Coach may terminate the Management Services Agreement   
by paying DRK for its Kingsley Coach shares the greater of $3 million or fair   
market value.                                                                   

Equity Grants                                                         

  During 1999 Kingsley Coach followed a policy of compensating the members
of its Board of Directors by issuing to them 50,000 shares of the Common Stock  
each year.  Directors who were also officers of Kingsley Coach received         
100,000 shares per year.  The Board of Directors has terminated that policy.    
In October of 2000, the Board of Directors issued to each of its members an     
option to purchase 75,000 shares of Kingsley Coach's common stock.  The option  
is exercisable at an average price of $.95 per share.  The market price on the  
date of grant was $.43.                                                         

Other Transactions Between Kingsley Coach and its Management                    

From time to time since Kingsley Coach was founded, Verdo Lancaster, a
director of Kingsley Coach, has loaned funds to Kingsley Coach for working      
capital.  The loan obligation is represented by a demand note with interest at  
10%.  Mr. Lancaster has agreed, however, that until December 15, 2002 he will   
require Kingsley Coach to pay interest only.  At June 30, 2001 the principal    
due on the loan was $30,000.  Kingsley Coach's obligation to pay on demand      
another $200,000 that was loaned by Mr. Lancaster has been assigned by Mr.      
Lancaster to an officer of DRK, Inc., and is not subject to Mr. Lancaster's     
agreement regarding deferral of payment.                                        

In 1998 Wilbur Rimes, the husband of Catherine Rimes, a director of   
Kingsley Coach, purchased two Kingsley Coaches and then sold them back to       
Kingsley Coach, to be held for resale.  Kingsley Coach gave Mr. Rimes a note    
in the principal amount of $502,000 bearing interest at 9% per annum,           
requiring a monthly payment of $6,474.  The balance due on the note at June     
30, 2001 was $392,096.                                                          

Limitation of Liability and Indemnification                                     

Our bylaws, as well as Delaware corporation law, provides that our    
directors and officers may be indemnified by us, at the discretion of our       
Board of Directors, against liabilities arising from their service as           
directors and officers. Insofar as indemnification for liabilities under the    
Securities Act of 1933 may be permitted to our directors, officers or           
controlling persons pursuant to the foregoing provision or otherwise, we have   
been advised that, in the opinion of the Securities and Exchange Commission,    
such indemnification is against public policy as expressed in that Act and is,  
therefore, unenforceable.                                                       

PRINCIPAL SHAREHOLDERS    

The following table sets forth information known to us with respect to
the beneficial ownership of our common stock as of the date of this prospectus  
by the following:                                                               

 *  each shareholder known by us to own beneficially more than 5% of our
common stock;                                                   

*  Ralph Dickenson                                                    

*  each of our directors; and                                         

*  all directors and executive officers as a group.                   

 There are 16,314,321 shares of our common stock outstanding on the date
of this prospectus.  Except as otherwise indicated, we believe that the         
beneficial owners of the common stock listed below have sole voting power and   
investment power with respect to their shares,  subject to community property   
laws where applicable.  Beneficial ownership is determined in accordance with   
the rules of the Securities and Exchange Commission.                            

  In computing the number of shares beneficially owned by a person and the
percent ownership of that person, we include shares of common stock subject to  
options or warrants held by that person that are currently exercisable or will  
become exercisable within 60 days. We do not, however, include these            
"issuable" shares in the outstanding shares when we compute the percent         
ownership of any other person.                                                  

Amount and        
Nature of         
Name and Address               Beneficial          Percentage                   
of Beneficial Owner(1)         Ownership           of Class                     
---------------------------------------------------------------------           
Ralph Dickenson                 75,000(3)             0.5%                      
Verdo Lancaster              1,190,961(3)             7.3%                      
Catherine Rimes              2,678,785(2)(3)         16.3%                      
James Whitehead                138,995(3)             0.8%                      
George Carlson               2,595,785(2)            15.9%                      

All officers and directors                                                      
as a group (5 persons)      4,123,741               24.8%                     

Matco, Incorporated          5,000,000               30.6%                      
4602 230th Court, NW                                                            
St. Francis, MN 55070                                                           

Matthew Dickenson            5,800,000(4)            35.5%                      

DRK, Inc.                    2,555,785(2)            15.6%                      
14010 Sunfish Lake Blvd.                                                        
Anoka, MN 55303                                                                 

Richard Fellows              1,086,907(5)             6.7%                      
88855 Old Tavernier Highway                                                     
Tavernier, FL 33070                                                             
______________________________                                              
(1)  The address of each shareholder, unless otherwise noted, is c/o        
The Kingsley Coach, Inc., 64 Old Route 522, Middleburg, PA 17842  
(2)  DRK, Inc. is a Minnesota corporation which received 2,000,000          
shares pursuant to a Management Services Agreement with Kingsley  
Coach.  The conditions under which the 2,000,000 shares may be    
cancelled by Kingsley Coach are discussed in "Management"above.   
Catherine Rimes and George Carlson each own 50% of the outstanding
shares of DRK, and are thus deemed to be the beneficial owners of 
DRK's shares.                                                     
(3)  Includes presently-exercisable option to purchase 75,000 shares.       
(4)  Includes 5,000,000 shares owned of record by Matco, Incorporated,      
of which Mr. Dickenson is the President and a controlling         
shareholder.  Also includes 800,000 shares owned by CLD Investor  
Relations, Inc., R&V of Islamorada Ltd. and Stockholder           
Presentations Inc.  Matthew Dickenson holds an irrevocable voting 
proxy with respect to those shares, but has no other rights or    
ownership with respect to those shares.                           
(5)  Includes 300,000 shares owned by R&V of Islamorada Ltd., which is      
owned by Mr. Fellows and his wife.                                

DESCRIPTION OF OUR SECURITIES   

Our authorized capital stock consists of 30,000,000 shares of common  
stock and 5,000,000 shares of preferred stock.   There are 16,314,321 shares    
of our common stock outstanding and no shares of preferred stock outstanding.   

Common Stock                                                                    

As a holder of our common stock, you will be entitled to one vote for 
each share in the election of directors and in all other matters to be voted    
on by the shareholders.  There is no cumulative voting in the election of       
directors.  Our by-laws require that only a majority of the issued and          
outstanding shares of common stock must be represented to constitute a quorum   
and to transact business at a shareholders meeting.                             

You will be entitled to receive dividends if the Board of Directors   
declares dividends.  In the event that Kingsley Coach is liquidated or          
dissolved, you will receive a distribution, on a per share basis, of any        
assets remaining after payment of all liabilities and any preferential          
payments that must be made to preferred shareholders, if any.  You will have    
no preemptive or conversion rights and you will not be subject to any calls or  
assessments.  There are no redemption or sinking fund provisions applicable to  
the common stock.  The common stock was validly issued, fully paid and          
nonassessable.                                                                  

Registrar and Transfer Agent                                                    

The Registrar and Transfer Agent for the common stock is:                       

American Registrar and Transfer Company                 
P.O. Box 1798                 
Salt Lake City, UT 84110                

SELLING SHAREHOLDERS              

The table below lists the selling shareholders and other information  
regarding the beneficial ownership of our common stock by each of the selling   
shareholders.  None of the selling shareholders owns any of our shares other    
than the shares they are offering by means of this prospectus, except that      
Patrick Condren owns 64,000 other shares, Jeannie Marie Michels owns 52,500     
other shares, and Richard Whitney owns 47,466 other shares.  In addition, a     
principal of R&V of Islamorada Ltd. owns shares of our common stock, as set     
forth earlier in this prospectus under "Principal Shareholders."  As each       
selling shareholder acquires and/or resells shares of common stock, we will     
file prospectus supplements as necessary to update the number of shares of      
common stock that each selling shareholder intends to sell, reflecting prior    
resales.                                                                        

Shares Owned Prior        
Name                       To the Offering       Shares Offered                 
----------------------------------------------------------------------          
R.S. Arndt & Co., Inc.       200,000               200,000                      
Robert Brantl                140,000               140,000                      
Patrick Condren              152,000                88,000                      
Dirks and Company             50,000                50,000                      
Garron Frantzen              200,000               200,000                      
Jeannie Marie Michels        177,500               125,000                      
R&V of Islamorada Ltd.       300,000               300,000                      
Ross Asset Management                                                           
Limited                     502,344               502,344                     
Stockbroker Presentations,                                                      
Inc.                        200,000               200,000                     
TypeCase Multimedia Inc.     100,000               100,000                      
Richard Whitney              512,466               465,000                      

 We are registering the shares for resale by the selling shareholders in
accordance with registration rights granted to the selling shareholders in our  
several contracts with them.  We will pay the registration and filing fees,     
printing expenses, listing fees, blue sky fees, if any, and fees and            
disbursements of our counsel in connection with this offering.  The selling     
shareholders will pay the fees and disbursements of their own counsel, as well  
as any underwriting discounts, selling commissions, and similar expenses        
relating to the sale of the shares.  We have agreed to indemnify Dirks and      
Company, Inc. and some of its affiliates against certain liabilities,           
including liabilities under the Securities Act, in connection with this         
offering.  In turn, Dirks and Company, Inc. has agreed to indemnify us and our  
directors and officers, as well as any person who controls us, against certain  
liabilities, including liabilities under the Securities Act.  Insofar as        
indemnification for liabilities under the Securities Act may be permitted to    
our directors and officers, or persons that control us, we have been informed   
that in the opinion of the SEC such indemnification is against public policy    
as expressed in the Securities Act and is therefore unenforceable.              

Relationships with Kingsley Coach                                               

R.S. Arndt & Co., Inc. entered into a consulting agreement with       
Kingsley Coach in July, 2001.  The agreement provides that R.S. Arndt & Co.     
will introduce to Kingsley Coach sources of capital investment, primarily from  
the investment banking community.  In compensation for these services,          
Kingsley Coach issued 200,000 shares of common stock to R.S. Arndt & Company    
and agreed to issue an additional 100,000 shares on conclusion of the           
agreement.  Pursuant to the consulting agreement, the 200,000 shares            
previously issued have been included in this prospectus.                        

Robert Brantl is an attorney-at-law, who serves as the securities     
counsel for Kingsley Coach.  Among other matters, Mr. Brantl has represented    
Kingsley Coach in connection with the preparation of this prospectus.           
Pursuant to a retainer agreement dated August 1, 2000, Kingsley Coach has       
compensated Mr. Brantl for his services partially by payment of cash and        
partially by issuing 140,000 shares of common stock to him.  2,000 of these     
shares are valued on each Friday, based on the closing bid price on that date.  
The accumulated value of the shares is then an offset to bills rendered by Mr.  
Brantl for his services on behalf of Kingsley Coach.  Pursuant to the retainer  
agreement, the 140,000 shares have been included in this prospectus.  The       
retainer agreement further provides that if there is a period of 60 days when   
Mr. Brantl is unable to sell his shares publicly, either due to the absence of  
an effective prospectus or due to the absence of a trading market, Mr. Brantl   
has the option to sell the shares to Kingsley Coach for the amount they have    
been valued under the retainer agreement.                                       

Patrick Condren entered into a "General Business Consulting" Agreement
with Kingsley Coach on May 1, 2001.  The Agreement provides that Mr. Condren    
will advise Kingsley Coach in connection with business plans, marketing,        
manufacturing, trade shows and general corporate matters.  In compensation,     
Kingsley Coach will pay Mr. Condren an annual  fee of $24,000 and will issue    
30,000 shares of common stock to Mr. Condren every six months.  The agreement   
may be terminated on thirty days notice.  Previously, Mr. Condren was party to  
a "Consulting Agreement" with Kingsley Coach dated July 16, 2000.  The          
Consulting Agreement provided that Mr. Condren would provide management         
consulting services to the Chairman and CEO of Kingsley Coach.  Kingsley Coach  
paid Mr. Condren a fee of $90 per hour for his services, payable half in cash   
and half in common stock valued at 50% of the previous month's average closing  
price per share. Kingsley Coach also agreed to issue 50,000 shares of common    
stock to Mr. Condren.  Pursuant to the Consulting Agreement, 88,000 of the      
shares issued under that Consulting Agreement have been included in this        
prospectus.  Prior to entering into the Consulting Agreement, Mr. Condren had   
served from time to time since 1998 as a consultant to Kingsley Coach.  He      
received fees of either $2,000 or $3,000 per month for his services, and was    
issued 150,000 shares of Kingsley Coach common stock.                           

Dirks and Company, Inc. entered into a consulting agreement with      
Kingsley Coach on July 1, 2001.  The Agreement provides that Dirks and Company  
will advise Kingsley Coach regarding corporate finance, financial public        
relations, acquisitions, and related matters.  In compensation for these        
services, Kingsley Coach issued 50,000 shares of common stock to Dirks and      
Company.  Pursuant to the Agreement, the 50,000 shares have been included in    
this prospectus.                                                                

Garron Frantzen entered into a Debt Settlement Agreement with Kingsley
Coach and Ralph Dickenson on January 26, 2001.  The claim settled in the        
Agreement arose because in 1998 Mr. Frantzen placed a deposit of $100,000 for   
the purchase of a Kingsley Coach.  When Mr. Frantzen demanded repayment of his  
deposit, Ralph Dickenson personally gave Mr. Frantzen a promissory note in the  
amount of $100,000.  The Debt Settlement Agreement provided that Mr. Frantzen   
would release that liability in exchange for 200,000 shares of Kingsley Coach   
common stock.  Pursuant to the Agreement, the 200,000 shares have been          
included in this prospectus.  In the event that Mr. Frantzen does not realize   
at least $107,000 from the sale of the shares, Kingsley Coach will pay him the  
shortfall.  Mr. Frantzen also gave Kingsley Coach an option to purchase any     
amount of the 200,000 shares by paying to him $107,000 less all proceeds he     
has realized from sale of the shares.                                           

Jeannie Marie Michels entered into a Debt Settlement Agreement with   
Kingsley Coach on January 26, 2001.  The debt settled in the Agreement arose    
when Ms. Michels loaned $50,000 to Kingsley Coach in March and April of 2000.   
Ms. Michels agreed to forgive the loan in exchange for 125,000 shares of        
Kingsley Coach common stock.  Pursuant to the Agreement, the 125,000 shares     
have been included in this prospectus.  Since the formation of Kingsley Coach,  
Ms. Michels has been employed by DRK, Inc. and served Kingsley Coach as         
Assistant to the Chairman, under the Management Services Agreement between DRK  
and Kingsley Coach.                                                             

R&V of Islamorada Ltd. received 300,000 shares as assignee from       
Corporate Service Providers, Inc.  Corporate Service Providers is owned by Roy  
Meadows, who is a business associate of Richard Fellows, who owns R&V of        
Islamorada with his wife.  Corporate Service Providers received the 300,000     
shares pursuant to a consulting agreement with Kingsley Coach dated July 3,     
2001.  Pursuant to the agreement, Corporate Service Providers agreed to         
introduce Kingsley Coach to participants in the investment banking industry     
that could provide capital to Kingsley Coach.  In consideration of these        
services, Kingsley Coach agreed to issue to Corporate Service Providers an      
option for 1,000,000 shares (which has expired unexercised) as well as 500,000  
shares of its common stock, including the 300,000 shares that were assigned to  
R&V of Islamorada.  The shares are included in this prospectus pursuant to the  
terms of the consulting agreement.  R&V of Islamorada has given an irrevocable  
voting proxy for the shares to Matthew Dickenson, the son of the Chairman of    
Kingsley Coach.  R&V of Islamorada Ltd. had no prior relationship with          
Kingsley Coach.                                                                 

Ross Asset Management Limited purchased 502,344 shares of common stock
from Kingsley Coach in May, 2001 for $75,000.  Kingsley Coach agreed to         
include the 502,344 shares in this prospectus, as part of the purchase          
transaction.  Ross Asset Management is an investment fund located in New        
Zealand, which has had no previous relationship with Kingsley Coach.            

  Stockbroker Presentations, Inc. received 200,000 shares as assignee from
Corporate Service Providers, Inc.  Corporate Service Providers is owned by Roy  
Meadows, who is also the owner and President of Stockbroker Presentations,      
Inc.  Corporate Service Providers received the 200,000 shares pursuant to a     
consulting agreement with Kingsley Coach dated July 3, 2001.  Pursuant to the   
agreement, Corporate Service Providers agreed to introduce Kingsley Coach to    
participants in the investment banking industry that could provide capital to   
Kingsley Coach.  In consideration of these services, Kingsley Coach agreed to   
issue to Corporate Service Providers an option for 1,000,000 shares (which has  
expired unexercised) as well as 500,000 shares of its common stock, including   
the 200,000 shares that were assigned to Stockbroker Presentations, Inc.  The   
shares are included in this prospectus pursuant to the terms of the consulting  
agreement.  Stockbroker Presentations, Inc. has given  an irrevocable voting    
proxy for the shares to Matthew Dickenson, the son of the Chairman of Kingsley  
Coach.  Stockbroker Presentations, Inc. had no prior relationship with          
Kingsley Coach.                                                                 

TypeCase Multimedia, Inc. is a Tennessee corporation engaged in the   
business of providing marketing services.  On July 2, 2001 TypeCase entered     
into a "Consulting Services Agreement" with Kingsley Coach.  TypeCase agreed    
that it would assist Kingsley Coach in developing and implementing a marketing  
strategy for its product line.  In compensation for the services, Kingsley      
Coach issued 100,000 shares of its common stock to TypeCase, and included       
those 100,000 shares in this prospectus.                                        

Richard Whitney entered into a Debt Settlement Agreement with Kingsley
Coach on January 26, 2001.  The debt settled in the Agreement arose when Mr.    
Whitney loaned $200,000 to Kingsley Coach in March, 2000.  Mr. Whitney agreed   
to forgive the loan in exchange for 465,000 shares of Kingsley Coach common     
stock.  Pursuant to the Agreement, the 465,000 shares have been included in     
this prospectus.  Since the formation of Kingsley Coach, Mr. Whitney has        
provided operational services to Kingsley Coach as a consultant, and these      
services have been provided to Kingsley Coach by DRK Enterprises pursuant to    
the Management Services Agreement between Kingsley Coach and DRK.               

Plan of Distribution                                                            

The selling shareholders may sell shares from time to time in public  
transactions, on or off the OTC Bulletin Board, or in private transactions, at  
prevailing market prices or at privately negotiated prices, including, but not  
limited to, one or more of the following types of transactions:                 

* ordinary brokers' transactions;                                     
* transactions involving cross or block trades                        
 * purchases by brokers, dealers or underwriters as principal and resale
by such purchasers for their own accounts pursuant to this        
prospectus;                                                       
* "at the market" to or through market makers or into an existing     
market for our common stock;                                      
* in other ways not involving market makers or established trading    
markets, including direct sales to purchasers or sales effected   
through agents;                                                   
* through transactions in options, swaps or other derivatives (whether
exchange-listed or otherwise);                                    
* in privately negotiated transactions; or                            
* to cover short sales.                                               

In effecting sales, brokers or dealers engaged by the selling         
shareholders may arrange for other brokers or dealers to participate in the     
resales.  The selling shareholders may enter into hedging transactions with     
broker-dealers, and in connection with those transactions, broker-dealers may   
engage in short sales of the shares.  The selling shareholders may also sell    
shares short and deliver the shares to close out the short position.  The       
selling shareholders may also enter into option or other transactions with      
broker-dealers that require the delivery to the broker-dealers of the shares,   
which the broker-dealer may resell using this prospectus.  The selling          
shareholders may also pledge the shares to a broker-dealer and, upon a          
default, the broker or dealer may effect sales of the pledged shares using      
this prospectus.                                                                

Brokers, dealers or agents may receive compensation in the form of    
commissions, discounts, or concessions from selling shareholders in amounts to  
be negotiated in connection with the sale.  The selling shareholders and any    
participating brokers or dealers will be deemed to be "underwriters" within     
the meaning of the Securities Act in connection with such sales, and any such   
commission, discount or concession may be deemed to be underwriting             
compensation.                                                                   

  Information as to whether underwriters whom the selling shareholders may
select, or any broker-dealer, is acting as principal or agent for the selling   
shareholders, the compensation to be received by underwriters that the selling  
shareholders may select or by any broker or dealer acting as principal or       
agent for the selling shareholders, and the compensation to be paid to other    
broker-dealers, in the event the compensation of such other broker-dealers is   
in excess of usual and customary commissions, will, to the extent required, be  
set forth in a supplement to this prospectus.  Any dealer or broker             
participating in any distribution of the shares may be required to deliver a    
copy of this prospectus, including a prospectus supplement, if any, to any      
person who purchases any of the shares from or through such broker or dealer.   

  We have advised the selling shareholders that, during any time when they
are engaged in a distribution of the shares, they are required to comply with   
Regulation M promulgated under the Securities Exchange Act.  With certain       
exceptions, Regulation M precludes any selling shareholder, any affiliated      
purchasers and any broker-dealer or other person who participates in a          
distribution from bidding for or purchasing or attempting to induce any person  
to bid for or purchase any security that is the subject of the distribution     
until the entire distribution is complete.  Regulation M also prohibits any     
bids or purchases made in order to stabilize the price of a security in         
connection with the distribution of that security.  All of the foregoing may    
affect the marketability of our common stock.                                   

We will not receive any of the proceeds from the selling shareholders'
sale of their common stock.                                                     

LEGAL MATTERS           

The validity of the common stock which the eleven shareholders are    
selling by means of this prospectus has been passed upon by our counsel,        
Robert Brantl, Esq., 322 Fourth Street, Brooklyn, New York 11215.  Mr. Brantl   
owns 140,000 shares of our common stock, which he received in compensation for  
his services, including services in connection with preparation of this         
prospectus.  Mr. Brantl is one of the selling shareholders identified in this   
prospectus.                                                                     

EXPERTS           

The financial statements included in this prospectus and in the       
registration statement have been audited by Mantyla McReynolds, independent     
certified public accountants, to the extent and for the periods set forth in    
their report appearing elsewhere in this prospectus and in the registration     
statement, and are included in reliance upon such report given upon the         
authority of said firm as experts in auditing and accounting.                   

ADDITIONAL INFORMATION          

  We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2, including exhibits and schedules, under the Securities  
Act with respect to the shares to be sold in the offering. This prospectus      
does not contain all the information set forth in the registration statement.   
In particular, the statements in this prospectus regarding the contents of      
contracts, agreements or other documents are not necessarily complete.  You     
can find further information about us in the registration statement and the     
exhibits and schedules attached to the registration statement.  In addition,    
we file annual, quarterly and current reports, proxy statements and other       
information with the Commission, which may assist you in understanding our      
company.                                                                        

You may read and copy the registration statement or any reports,      
statements or other information that we file at the Commission's Public         
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can       
request copies of these documents, upon payment of a duplicating fee, by        
writing to the Commission. Please call the Commission at 1-800-SEC-0330 for     
further information on the operation of the Public Reference Room. Our          
Commission filings, including the registration statement, are also available    
to you on the Commission's Web site at http://WWW.SEC.GOV.                      

 We do not currently send annual reports to our shareholders, due to the
expense involved.  Until our resources permit, we do not expect to send annual  
reports unless we are soliciting proxies for an annual meeting of               
shareholders.  You may, however, obtain a copy of our annual or our quarterly   
report to the Commission by writing to us at our executive offices.             

INDEX TO FINANCIAL STATEMENTS           

I.    Audited Financial Statements for the Year Ended June 30, 2001             
and for the Six Months Ended June 30, 2000                          

                                 Pages

Report of Independent Auditors                         F-1                      

Balance Sheet                                          F-2                      

Statements of Operations                               F-4                      

Statements of Stockholders' Deficit                    F-5                      

Statements of Cash Flows                               F-6                      

Notes to Financial Statements                          F-7                      

Independent Auditors' Report  

The Board of Directors and Shareholders                                         
The Kingsley Coach, Inc.                                                        

We have audited the accompanying balance sheet of The Kingsley Coach, Inc.,     
as of June 30, 2001, and the related statements of operations, stockholders'    
deficit, and cash flows for the twelve and six month periods ended June 30,     
2001 and 2000.  These financial statements are the responsibility of the        
Company's management.  Our responsibility is to express an opinion on these     
financial statements based on our audits.                                       

We conducted our audits in accordance with auditing standards generally         
accepted in the United States of America.  Those standards require that we      
plan and perform the 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 made by management, as well as        
evaluating the overall financial statement presentation.  We believe that       
our audits provide a reasonable basis for our opinion.                          

In our opinion, the financial statements referred to above present fairly,      
in all material respects, the financial position of The Kingsley Coach, Inc.    
as of June 30, 2001, and the results of operations and cash flows for the       
twelve and six month periods ended June 30, 2001 and 2000, in conformity        
with accounting principles generally accepted in the United States of           
America.                                                                        

/s/ Mantyla McReynolds.                                                         

Mantyla McReynolds                                                              
Salt Lake City, Utah                                                            
August 3, 2001                                                                  

The Kingsley Coach, Inc.              
Balance Sheet               
June 30, 2001               

ASSETS              

Current Assets:                                                                 
Accounts receivable (net of allowance of $5,500)   $   174,836        
Inventory - Note 11                                    593,844        
                                             ---------
Total Current Assets                                   768,680        

Property & Intangibles, net - Note 8                        719,218             

Other Assets:                                                                   
Prepaid expense - Note 14                              293,452        
Deposits                                                 3,650        
                                              --------
Total Other Assets                                     297,102        

TOTAL ASSETS                                            $ 1,785,000             
                                             =========
See accompanying notes to financial statements                                  

The Kingsley Coach, Inc.              
Balance Sheet [continued]               
June 30, 2001               

LIABILITIES AND STOCKHOLDERS' DEFICIT               

Current Liabilities:                                                            
Accounts payable                                   $   158,025        
Accrued liabilities                                     52,451        
Payroll taxes payable                                   75,076        
Bank overdraft balance                                   5,367        
Customer deposits - Note 5                             328,273        
Note payable - inventory - Note 16                     350,093        
Note payable - related parties - Note 17               250,000        
Unearned revenue - Note 15                             269,000        
Current portion long-term debt - Note 10                56,776        
                                             ---------
Total Current Liabilities                            1,545,061        

Long-Term Liabilities:                                                          
Notes payable - Note 10                                470,075        
Note payable -shareholder - Note 4                      30,000        
Less current portion long-term debt                    (56,776)       
                                             ---------
Total Long-Term Liabilities                            443,299        
                                             ---------
Total Liabilities                                         1,988,360             

Stockholders' Deficit - Note 7                                                  

Preferred stock, $.0001 par value;                                    
authorized 5,000,000 shares;                                        
issued and outstanding -0- shares                           -       
Common stock, $.00001 par value;                                      
authorized 30,000,000 shares;                                       
issued and outstanding 8,643,727                           86       
Additional paid-in capital                           1,476,070        
Accumulated Deficit                                 (1,679,516)       
                                             ---------
Total Stockholders' Deficit                           (203,360)       
                                             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $ 1,785,000             
                                             =========

See accompanying notes to financial statements                                  

The Kingsley Coach, Inc.              
Statements of Operations              
For the twelve month and six month periods ended June 30, 2001 and 2000         

                            2001              2000
                            --------------------------------
Revenues:                                                                       

Sales                                 $ 4,921,797       $  1,129,976            
Cost of Sales                          (3,684,945)          (705,683)           
                            ---------         ----------
Gross Margin                            1,236,852            424,293            

General and administrative expenses       986,480            944,935            
                            ---------         ----------
Net Income/(Loss) from Operations         250,372           (520,642)           

Other Income/(Expense):                                                         
Other income                              13,569                  0           
Interest expense                        (111,810)           (59,927)          
Loss on disposal of assets                     0                  0           
                            ---------         ----------
Total Other Income/(Expense)              (98,241)           (59,927)           

Net Income/(Loss) Before Taxes            152,131           (580,569)           

Income taxes                                    0                  0            
                            ---------         ----------
Net Income/(Loss)                     $   152,131       $   (580,569)           
                            =========         ==========
Income/(Loss) Per Share               $      0.02       $      (0.07)           
                            =========         ==========
Weighted Average Shares Outstanding     8,523,852          8,174,043            
                            =========         ==========

See accompanying notes to financial statements.                                 

The Kingsley Coach, Inc.              
Statements of Stockholders' Deficit               
For the twelve month and six month periods ended June 30, 2001 and 2000         

                     Addt'l                Total
           Shares    Common  Paid-in  Accumulated  Stockholders'
     Issued    Stock   Capital  Deficit      Deficit

------------------------------------------------------------------------        
Balance, December                                                               
31, 1999         7,250,527  $  73 $  983,858 $(1,251,078) $(267,147)          

Issued stock for                                                                
liabilities        955,000      9    317,991           -    318,000           

Issued stock for                                                                
services           198,450      2     99,223           -     99,225           

Net Loss for the                                                                
six months ended                                                              
June 30, 2000            -      -          -    (580,569)  (580,569)          
--------------------------------------------------------------------            
Balance, June                                                                   
30, 2000         8,403,977     84  1,401,072  (1,831,647)  (430,491)          

Issued shares for                                                               
services           500,000      5     74,995           -     75,000           

Cancelled shares                                                                
issued in 1999    (260,250)    (3)         3           -          -           

Net Income for the                                                              
twelve months                                                                 
ended June                                                                    
30, 2001                 -      -          -     152,131    152,131           
--------------------------------------------------------------------            
Balance, June                                                                   
30, 2001         8,643,727  $  86 $1,476,070 $(1,679,516) $(203,360)          
====================================================================            

See accompanying notes to financial statements.                                 

The Kingsley Coach, Inc.        
Statements of Cash Flows        
For the twelve month and six month periods ended June 30, 2001 and 2000         

                             2001           2000
                              --------------------------

Cash Flows Provided by/(Used for)                                               
Operating Activities                                                          
Net Income/(Loss)                        $  152,131      $  (580,569)         
Adjustments to reconcile net income                                           
to net cash provided by operating                                           
activities:                                                                 
Depreciation and amortization               77,353           10,482         
Bad debt expense                            17,962           11,655         
Issued stock for services/assets            75,000           99,225         
Decrease (increase) in prepaid expenses    157,292          140,146         
Decrease (increase) in accounts                                             
receivable                               (108,211)         (68,110)       
Decrease in other receivable                     0          550,000         
Decrease (increase) in inventory            84,502         (445,188)        
Increase (decrease)in accounts payable      54,993          (76,172)        
Increase in deferred revenue                19,000          250,000         
Increase in accrued liabilities             39,524          (10,476)        
Increase (decrease)in customer deposits   (216,727)        (187,634)        
                                 --------         --------
Net Cash Provided by/(used for)                                             
Operating Activities                      352,819         (306,641)       

Cash Flows Provided by/(Used for) Investing                                     
Activities                                                                    
Acquisition of property and equipment     (100,867)          (3,740)        
                                 --------         --------
Net Cash Used for Investing Activities    (100,867)          (3,740)        

Cash Flows Provided by/(Used for) Financing                                     
Activities                                                                    
Principal increase (decrease) on notes                                        
payable                                          -          802,022         
Principal payments/reductions              (362,859)        (463,830)         
                                 --------         --------
Net Cash Provided by (Used for)Financing                                        
Activities                                 (362,859)         338,192          

Net Increase/(Decrease) in Cash             (110,907)          27,811           

Beginning Cash Balance                       105,540           77,729           
                                ---------         --------
Ending Cash (bank overdraft) Balance      $   (5,367)     $   105,540           
                                =========         ========

Supplemental Disclosures                                                        

Interest paid                            $  111,810      $    59,927          

Income taxes paid                        $        0      $         0          

Stock issued for assets                  $        0      $         0          

Stock issued for liabilities             $        0      $   318,000          

See accompanying notes to financial statements.                                 

The Kingsley Coach, Inc.      
Notes to Financial Statements         
June 30, 2001         

Note 1 Organization and Summary of Significant Accounting Policies              

(a)  Organization                                                               

  The Kingsley Coach, Inc., ("Company") incorporated under the laws of the
State of Utah in 1980 as Micro-Hydro Power, Inc. [MHP].  MHP changed its        
domicile from the State of Utah to the State of Delaware by merging with and    
into its wholly-owned subsidiary, Micro-Hydro Power, Inc., a Delaware           
corporation in December of 1997.  MHP was essentially dormant for ten years     
until an Agreement and Plan of Reorganization was executed on December 18,      
1998, between MHP and The Kingsley Coach, LLC, a Louisiana limited liability    
company [Kingsley].  The result was the acquisition of the assets and           
liabilities of Kingsley, also known as a reverse acquisition, accounted for     
herein on the purchase basis.  Kingsley is a manufacturer of customized luxury  
recreational and comercial vehicles known as The Kingsley Coach.  With the      
acquisition of Kingsley, MHP changed its name to The Kingsley Coach, Inc.       
In 2000, the Company changed from a calendar year to a fiscal year ended June   
30.  This change is made to more closely match reporting in the industry.       

  The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles.  The following summarizes the    
more significant of such policies:                                              

(b)  Income Taxes                                                               

     The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 109 [the Statement], "Accounting for Income Taxes."  The          
Statement requires an asset and liability approach for financial accounting and 
reporting for income taxes, and the recognition of deferred tax assets and      
liabilities for the temporary differences between the financial reporting basis 
and tax basis of the Company's assets and liabilities at enacted tax rates      
expected to be in effect when such amounts are realized or settled.             

(c)  Net Loss Per Common Share                                                  

     Net loss per common share is based on the weighted-average number of shares
outstanding.  In accordance with Financial Accounting Standards No. 128,        
"Earnings Per Share," basic loss per common share is computed using the         
weighted average number of common shares outstanding.  Diluted earnings per     
share is computed using weighted average number of common shares plus dilutive  
common share equivalents outstanding during the period using the treasury stock 
method.  As of June 30, 2001, there are no common stock equivalents (common     
stock warrants) to be included in the computation of income/(loss) per share    
for the periods presented.                                                      

(d)  Statement of Cash Flows                                                    

     For purposes of the statements of cash flows, the Company considers cash on
deposit in banks to be cash.  The Company has a bank overdraft balance of       
$5,367 at June 30, 2001 arising from checks issued and outstanding in excess of 
the bank balance.                                                               

(e)  Use of Estimates in Preparation of Financial Statements                    

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

(f)  Property and Equipment                                                     

    Property and equipment are stated at cost.  Depreciation is provided using
the straight-line and modified accelerated cost recovery (income tax) basis over
the useful lives of the related assets.   Expenditures for maintenance and      
repairs are charged to expense as incurred.                                     

(g)  Inventory                                                                  

Inventory consists of parts, work-in-process, and finished units.     
Inventory is valued at the lower of cost or market using the first-in           
first-out (FIFO) costing method.                                                

(h)  Revenue recognition                                                        

The Company recognizes revenue upon delivery of the product to the    
customer and by providing services.  Any additional obligations related to the  
product, such as service agreements, are negotiated under a separate contract;  
revenue on these items is recognized over the period of service as commitments  
are satisfied.                                                                  

Note 2  LIQUIDITY                                                               

The Company has accumulated losses through June 30, 2001 amounting to 
$1,679,516, and has a net working capital deficiency of $323,119 at June 30,    
2001.  However, in Management's opinion, the Company expended substantial       
amounts for non-recurring development costs in prior years in the refinement of 
its product and production methods.  The Company does not believe that similar  
costs will be necessary in the future.  Further, the Company believes standard  
product design and methods will permit increased productivity in future years.  

    To meet working capital needs, the Company has established a $500,000 line
of credit to be used in production.  The Company has issued shares of common    
stock for services of a professional firm which will assist in developing and   
marketing its product.  Management plans also include additional issuances of   
shares of common stock for production capital; however, they do not believe     
such issuance will become necessary for the Company to continue operations or   
to meet its current obligations.                                                

Note 3  INCOME TAXES                                                            

  The Company adopted Statement No. 109 as of April 1, 1993.  Prior years'
financial statements have not been restated to apply the provisions of          
Statement No. 109.  No provision has been made in the financial statements for  
income taxes because the Company has accumulated substantial losses from        
operations in prior years, against which it intends to offset current earnings. 

  The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset at June 30, 2001 have no impact on the       
financial position of the Company.  A valuation allowance is provided when it   
is more likely than not that some portion of the deferred tax asset will not    
be realized.  Because of the lack of taxable earnings history, the Company      
has established a valuation allowance for all future deductible temporary       
differences.                                                                    

Deferred tax assets           Balance      Tax      Rate                        
---------------------------------------------------------                       

Loss carryforward(expires                                                       
through 2021)               $796,808    $270,915   34%                      

Valuation allowance                      ($270,915)                             
           ---------
Deferred tax asset                        $      0                              
           =========

  The valuation allowance has decreased $51,724 from $322,639 in the prior
year.                                                                           

Note 4  RELATED PARTY TRANSACTIONS/STOCKHOLDER  LOANS                           

  To pay for the original development and formation of The Kingsley Coach,
LLC, and to fund ongoing operating expenses, a shareholder/officer advanced     
funds to the Company as evidenced by executed notes.  During the year ended     
June 30, 2001, the Company paid the shareholder approximately $108,000.         
Another shareholder has been assigned (see Note 17) $200,000 of this            
liability thus reducing the balance due to this shareholder to $30,000.         
The terms of the obligation require interest only payments at 10%, with         
the principal balance due 12/15/02.                                             

Note 5  CUSTOMER DEPOSITS                                                       

When a customer signs a contract to have the Company manufacture a    
Kingsley Coach ("Coach"), a deposit or down payment is required of the          
customer.  The amount of deposit varies based on the terms of the contract.     
The Company treats these deposits as unearned revenue until the Coach is        
delivered to the customer.  At June 30, 2001, deposits had been collected on    
11 Coaches in various stages of completion.                                     

Note 6  PREFERRED STOCK                                                         

 The Certificate of Incorporation of Micro-Hydro Power, Inc., a Delaware
corporation, authorizes the issuance of 5,000,000 shares of $.0001 par value    
preferred stock.  The Board of Directors may issue the shares in series and     
may designate the powers, preferences and rights of such shares by resolution,  
without the vote of stockholders.  No shares are issued and outstanding as of   
June 30, 2001.                                                                  

Note 7 ISSUANCE OF STOCK                                                        

In January, 1999, the Company resolved to compensate its directors and
officers, on an annual basis, by issuing 50,000 "restricted" common shares.     
These shares would be restricted for one year.  In February, 1999, 600,000      
pre-split shares were issued to said officers and directors for services in     
1999 and 2000, valued at $0.15 per share for a total of $90,000.                
Approximately $22,500 was deferred and charged against June 30, 2001 earnings.  

On September 17, 1999, the Company issued 100,000 tradable, pre-split 
common shares to a consultant as compensation for future services to be         
rendered beyond involvement in capital raising or secondary offering            
activities, valued at $.687 per share or $68,700.  Approximately $22,900 had    
been deferred and was charged against June 30, 2001 earnings.                   

    In November, 1999, the Company effected a reverse split of all outstanding
common shares on a 1 for 2 (1:2) basis while retaining the stated par value of  
$.00001 and authorized shares; all fractional shares being rounded up to the    
nearest whole share with appropriate adjustments being made in the additional   
paid-in capital and stated capital accounts of the Company.                     

    On December 13, 1999, the Company resolved to compensate six professionals
with common stock in lieu of cash.  As of December 31, 1999, a liability was    
accrued for $318,000 as the amount of which the value would not exceed.         
Approximately half of the services were provided in 1999 and the balance was    
to be provided in 2000.  On January 6, 2000, the Company filed a Form S-8       
statement under the Securities Act of 1933 to register 955,000 shares of        
common stock which were issued in satisfaction of this liability.   The         
Company charged the final $79,500 to 2001 expenses.                             

In March, 2000, the Company issued 198,450 shares of common stock to  
approximately 75 individuals for various services.  The shares are restricted   
and have been valued at $.50 per share, or $99,225.                             

 In December 2000, the Company authorized the issuance of 150,000 shares
of common stock to consultants for services valued at $22,500 or $.15 per       
share.  The service expense is being allocated over a one year period.          

On February 28, 2001, the Board of Directors approved the issuance of 
350,000 shares of common stock to individual employees and professionals in     
lots of 35,000 shares.  These shares were valued at $.15 per share and are      
compensation for services to be amortized over one year.                        

 The Company has cancelled 260,250 shares which had been issued in prior
years.  These shares were issued for services which were never performed or     
were issued in excess of the value of the services actually provided.           

Note 8 PROPERTY AND INTANGIBLES                                                 

  The major classes of assets as of the balance sheet date are as follows:

Accumulated 
Asset Class               Cost   Depreciation  Net Book   Method/Life           
-----------------------------------------------------------------------         

Furniture               $  1,530 $    (830)    $    700      MACRS/7            
Electronic Equipment       8,366    (4,431)       3,935      MACRS/5            
Tools                     98,033   (73,834)      24,199      MACRS/5            
Leasehold Improvements     2,357       (90)       2,267      SL/39              
Demonstrator Units       502,000   (41,833)     460,167      SL/12              
Intangible property      247,140   (19,190)     227,950      Per unit prod      
-------------------------------------------------------                         
Total                   $859,426 $(140,208)    $719,218                         
=======================================================                         

 Depreciation expense was $35,320, for the year ended June 30, 2001, and
$10,482 for the six months ended June 30, 2000.                                 

   In May of 1999, the Company acquired intellectual property from a related
party (DRK, Inc., or "DRK"), which shares common ownership with the Company,    
representing 100% of the rights to an extended sleeper cab with slide-outs,     
unique in the trucking industry. The rights to the intellectual property were   
purchased for 1,000,000 pre-split shares of restricted common stock.  The asset 
was valued at $0.15 per share for a total of $150,000.  This cost is being      
amortized at $250 per unit over an estimated 600 units to be produced in the    
next eight to ten years.  To date, four units have been produced.               

    The Company has incurred costs in the amount of entered a covenant-not-to-
compete agreement with an entity which cost $97,140.  The agreement became      
effective in December 2000 and is being amortized over three years.             
Amortization expense for the year ended June 30, 2001 was $16,190.              

Note 9  PLANT LEASE/NOTE PAYABLE                                                

In January, 1999, the Company relocated its production facility to    
Middleburg, Pennsylvania, to a plant that is shared by a subcontractor who      
participates in the  production of Kingsley Coaches.  The Company entered       
into an agreement for a period of three years with annual rent charges of       
$1 plus a prorated share of common expenses such as taxes and insurance.  The   
Company is leasing additional office/operating space, in Middleburg, on a       
month-to-month basis for approximately $3,357 per month.  Total rent paid for   
the twelve month and six month periods ended June 30, 2001 and 2000 were        
$59,540 and $23,701.                                                            

In connection with the plant lease, the Company accepted a loan for   
$200,000 from the subcontractor and granted it exclusive recreational vehicle   
manufacturing rights for the agreement period (effective September 10, 1998     
for three years).  Repayment of the loan is based on a $5,000 per body charge   
to be billed as units are built for Kingsley.  In 1999, an additional $75,000   
was loaned to the Company.  The loan balance has been reduced to $0 as of June  
30, 2001 due to production activity.                                            

Note 10 NOTES PAYABLE                                                           

A relative of an officer of the Company has purchased several Kingsley
Coaches.  In 1998, he sold two back to the Company in exchange for a note.      
The note, dated May 1, 1998, bears interest at 9% and has a monthly payment of  
$6,474.  The original amount of the note was $502,000.  The Company repaid      
approximately $36,558 during the year ended June 30, 2001 and $18,995 during    
the six months ended June 30, 2000.  The balance due as of June 30, 2001, is    
$392,096.  The two Kingsley Coaches are still owned by the Company as of June   
30, 2001, are being used as a demonstrator models, and are available for sale.  

The Company has a note payable to a finance company related to the    
purchase of inventory.  The terms require monthly payments of $2,164, for 60    
months, through June 2005.  The effective interest rate on this note is         
approximately 14.5%.  The total due as of June 30, 2001, is $77,979.            
Scheduled maturities on these two notes are as follows:                         

Year Ending June 30:              Amount                    
--------------------------------------------------------                        
2002                $  56,776             
2003                   66,117             
2004                   73,435             
2005                   80,908             
2006 and thereafter   192,839             
        --------
       $ 470,075
        ========

Note 11 INVENTORY                                                               

As of June 30, 2001, inventory consists of parts, work-in-process, and
finished units.  Most parts are purchased and charged to the job.  However,     
other items are purchased in bulk and can be used on all Kingsleys.  As of      
June 30, 2001, cost of parts approximates market value and no adjustment has    
been recorded.  Work-in-process inventory consists of several Kingsleys at      
various stages of production.  Finished units inventory consists of two         
demonstrator Kingsleys which are now being depreciated on a straight line       
basis over twelve years.  Depreciation for the fiscal year ended June 30,       
2001 was $41,833.  Total inventory as of June 30, 2001 is as follows:           

Parts inventory   $ 117,237                       
Work-in-process     397,627                       
Traded-in units      78,980                       
--------    
$ 593,844     
=======   

Note 12  LEGAL CONTINGENCIES                                                    

The Company is involved in various claims and legal actions arising in
the ordinary course of business.  In the opinion of management and legal        
counsel, the ultimate disposition of these matters will not have a material     
adverse effect on the Company's financial position.                             

  On March 1, 1999, a lawsuit was filed against the Company in the Supreme
Court of Maricopa County, Arizona,  alleging that an individual, on behalf of   
Kingsley, contracted with a consultant to provide certain "management services" 
in exchange for 15,000 shares of free trading Kingsley common stock.   The      
plaintiff further alleges that Kingsley failed to pay the 15,000 shares of      
stock, and is seeking approximately $52,000 in damages, plus attorney fees.     
The Company maintains that the individual had no authority to execute on its    
behalf and further that "management services" were not provided.                

Note 13  LEGAL SETTLEMENT                                                       

 On August 16, 1999, the Company was served with a lawsuit alleging that
consultants (Plaintiffs) located investors and investment opportunities for     
the Company, but that the Company did not cooperate in finalizing these         
investments, and as a result, the Plaintiffs were injured and could not         
receive common stock of the Company being held in escrow for their benefit      
(see Note 7).  The Company counterclaimed against the Plaintiff, and            
subsequently reached a settlement of all related claims and causes.  The terms  
of the settlement provided that The Kingsley Coach, Inc., would receive         
$550,000, payable from the proceeds of the sale of stock which had been placed  
in escrow in the previous agreement.  In February and March, 2000, the Company  
collected $503,750 from the sale of these shares.  On February 29, 2000,        
50,000 shares were transferred to a securities company for services.  The       
Company considers the settlement receivable satisfied for the full $550,000.    

Note 14  PREPAID EXPENSES/MANAGEMENT SERVICES CONTRACT                          

Prepaid expenses as of June 30, 2001, consist of the following:       

Prepaid outside professional fees - Notes 7    $ 39,375                         
Management services retainer (see below)        242,827                         
Prepaid consulting fees - Note 7                 11,250                         
                       -------
Total                                          $293,452                         
                       =======

  In May of 1999, the Company entered into a management services agreement
with DRK, which is a group of individuals who have been directly involved in    
the research, development, design, engineering, sales and manufacture of        
Kingsley Coaches since inception. The six-year contract (which is based on      
five years of production) provides for management and production services       
with performance-based incentives, including monthly fixed base payments equal  
to actual cost, and incentive-based payments calculated quarterly. The Company  
issued 2,000,000 pre-split shares of restricted common stock for partial        
payment of this agreement. This agreement is significant and could effect a     
change in control of The Kingsley Coach, Inc.  Performance-based incentives     
were waived for 1999 and through June 30, 2000.  The value of the issued        
shares was calculated at a discounted price of approximately $0.19 per share    
or $378,102.                                                                    

  The management agreement allows for half of the 2,000,000 (or 1,000,000)
pre-split common shares to revert back to the treasury of the Company if        
performance goals are not met over the five year period beginning January 1,    
2000.  To allocate the cost of the management service over the contract period, 
the Company will amortize the expense on a straight line basis at approximately 
$5,251 per month.  The Company amortized $63,017 and $30,246 during the twelve  
and six month periods ending June 30, 2001 and June 30, 2000, respectively.     

Note 15   PURCHASE AGREEMENT                                                    

On December 28, 1999, the Company signed a purchase agreement with a  
trucking company which essentially provided for a deposit of $300,000,          
($6,000 for 50 units) the Company reserves order slots for production of        
Kinglsey Coaches over an original eighteen (18) month period.  That period      
has been extended due to slower than anticipated scheduling.  The agreement     
is renewable by mutual consent.  The current deposit balance is $269,000.       

Note 16   LINE OF CREDIT                                                        

   The Company entered into an Agreement for Wholesale Financing on November
1, 1999, with a financial services corporation.  The original terms allowed     
the Company up to $500,000 of credit, to purchase inventory from approved       
vendors and "for other purposes."  The Company is now allowed credit of up to   
$2,000,000.  Advances are secured by the inventory and/or components financed.  
Further, an individual, who is also a shareholder of the Company, has signed a  
personal guaranty to the Agreement.   Terms for credit are not set forth in     
the Agreement but are determined with each advance and depend, in part, on      
availability of vendor discounts, payment terms or other incentives,            
prevailing economic conditions or other such factors which may vary from time   
to time.  The balance due on the Agreement as of June 30, 2001 was $350,093     
with  interest rates of 12% to 13.5% and payable upon the sale of each unit.    

Note 17   NOTE PAYABLE/RELATED PARTIES/SUBSEQUENT EVENTS                        

    The Company has recorded advances from related entities which were used to
fund operations in prior years.  These advances are summarized below.  In July  
2001, the Company retired these notes by issuing shares of common stock to the  
note holders:                                                                   

Related                               Amount            Number of shares        
Party                                 advanced          issued in July          
------------------------------------------------------------------------        

Shareholder advance, 6% interest, due                                           
July and August 2001.                $ 50,000             125,000             

Shareholder advance assumed, non-                                               
interest, due on demand              $200,000             465,000             

                         ---------------------------
                        $250,000             590,000
                         ===========================

  In July 2001, as part of an SB-2 filing with the Securities and Exchange
Commission, the Company issued an additional 2,078,000 shares of common stock   
to consultants and professionals for services to be rendered.  Options to       
purchase 2,000,000 shares of common stock were also issued to consultants.      
These options allow the grantee the ability to purchase the shares at the       
greater of $.15 or 50% of the average closing bid for the common stock for the  
five days preceding exercise through August 30, 2001.                           

Part II.  INFORMATION NOT REQUIRED IN PROSPECTUS  

Item 24.  Indemnification of Directors and Officers                             

Section 145 of the General Corporation Law of the State of Delaware   
authorizes a corporation to provide indemnification to a director, officer,     
employee or agent of the corporation, including attorneys' fees, judgments,     
fines and amounts paid in settlement, actually and reasonably incurred by him   
in connection with such action, suit or proceeding, if such party acted in      
good faith and in a manner he reasonably believed to be in or not opposed to    
the best interests of the corporation, and, with respect to any criminal        
action or proceeding, had no reasonable cause to believe his conduct was        
unlawful as determined in accordance with the statute, and except that with     
respect to any action which results in a judgment against the person and in     
favor of the corporation the corporation may not indemnify unless a court       
determines that the person is fairly and reasonably entitled to the             
indemnification. Section 145 further provides that indemnification shall be     
provided if the party in question is successful on the merits.                  

 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling 
persons of Kingsley Coach pursuant to the foregoing provisions, or otherwise,   
the small business issuer 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 payment   
by Kingsley Coach of expenses incurred or paid by a Director, officer or        
controlling person of Kingsley Coach in the successful defense of any action,   
suit or proceeding) is asserted by such Director, officer or controlling        
person in connection with the securities being registered, Kingsley Coach       
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     
issue.                                                                          

Our certificate of incorporation also provides that our directors will
not be personally liable to us for monetary damages for breaches of their       
fiduciary duty as directors, unless they violated their duty of loyalty to us   
or our stockholders, acted in bad faith, knowingly or intentionally violated    
the law, authorized illegal dividends or redemptions or derived an improper     
personal benefit from their action as directors.                                

Item 25.  Other Expenses of Issuance and Distributions                          

The following are the expenses that Kingsley Coach expects to incur in
connection with the registration and distribution of the shares being           
registered.  All of these expenses (other than the filing fee) are estimated,   
and will not be certain until after the registration statement is declared      
effective.  Kingsley Coach will pay all of these expenses; the selling          
shareholders will pay none of them.                                             

Filing Fee.................    $   208                                          
Accounting fees............      5,000                                          
Transfer Agent ............      1,000                                          
Legal fees.................     20,000                                          
Printing expenses..........      1,000                                          
------          
TOTAL...............    $27,208                                   

Item 26.  Recent Sales of Unregistered Securities.                              

In December, 1998 Kingsley Coach issued 940,000 shares of common stock
to Southeast Financial Consulting, Inc.  The securities were issued in          
consideration for services valued at $28,000.  The sale was exempt pursuant     
to Section 4(2) of the Act since the sale was not made in a public offering     
and was made to an entity whose executives had access to detailed information   
about Kingsley Coach and which was acquiring the shares for its own account.    
There were no underwriters.                                                     

 In January, 1999 Kingsley Coach issued 37,500 shares of common stock to
a group of employees.  The securities were issued in consideration for          
services valued at $11,250.  The sale was exempt pursuant to Section 4(2) of    
the Act since the sale 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 his own account.  There were no underwriters.      

In February, 1999 Kingsley Coach issued a total of 300,000 shares of  
common stock to its officers and directors.  The securities were issued in      
consideration for services valued at $90,000.  The sale was exempt pursuant     
to Section 4(2) of the Act since the sale was not made in a public offering     
and was made to individuals who had access to detailed information about        
Kingsley Coach and were acquiring the shares for their own account.  There      
were no underwriters.                                                           

In February, 1999 Kingsley Coach issued a total of 312,000 shares of  
common stock to a group consisting of employees and affiliates of Kingsley      
Coach.  The securities were issued in consideration for services valued at      
$93,600.  The sale was exempt pursuant to Section 4(2) of the Act since the     
sale was not made in a public offering and was made to individuals who had      
access to detailed information about Kingsley Coach and were acquiring the      
shares for their own account.  There were no underwriters.                      

In May, 1999 Kingsley Coach issued 1,000,000 shares of common stock to
DRK, Inc.  The securities were issued pursuant to the Management Services       
Agreement, in consideration for services valued at $378,100.  The sale was      
exempt pursuant to Section 4(2) of the Act since the sale was not made in a     
public offering and was made to an entity whose executives had access to        
detailed information about Kingsley Coach and which was acquiring the shares    
for its own account.  There were no underwriters.                               

In May, 1999 Kingsley Coach issued 500,000 shares of common stock to  
DRK, Inc.  The securities were issued in consideration for transfer of          
intellectual property valued at $150,000.  The sale was exempt pursuant to      
Section 4(2) of the Act since the sale was not made in a public offering and    
was made to an entity whose executives had access to detailed information       
about Kingsley Coach and which was acquiring the shares for its own account.    
There were no underwriters.                                                     

In September, 1999 Kingsley Coach issued 50,000 shares of common stock
to Patrick Condren.  The securities were issued in consideration for services   
valued at  the market price of the common stock on the date of issue.  The      
sale was exempt pursuant to Section 4(2) of the Act since the sale 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      
his own account.  There were no underwriters.                                   

  In March, 2000 Kingsley Coach issued a total of 198,450 shares of common
stock to a group consisting of employees and agents.  The securities were       
issued in consideration for services valued at $99,225.  The sale was exempt    
pursuant to Section 4(2) of the Act since the sale was not made in a public     
offering and was made to individuals who had access to detailed information     
about Kingsley Coach and were acquiring the shares for their own account.       
There were no underwriters.                                                     

  In July, 2000 Kingsley Coach contracted to issue 50,000 shares of common
stock to Patrick Condren.  The securities were issued in consideration for      
services valued at  the market price of the common stock on the date of issue.  
The sale was exempt pursuant to Section 4(2) of the Act since the sale was not  
made in a public offering and was made to an individual who had access to       
detailed information about Kingsley Coach and who was acquiring the shares      
for his own account.  There were no underwriters.                               

 In August, 2000 Kingsley Coach issued 100,000 shares of common stock to
Robert Brantl.  The securities were issued in consideration for services to     
be valued at market prices during the first fifty weeks after the issuance.     
The sale was exempt pursuant to Section 4(2) of the Act since the sale 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      
his own account.  There were no underwriters.                                   

In January, 2001 Kingsley Coach contracted to issue 200,000 shares of 
common stock Garron Y. Frantzen.  The securities were issued in satisfaction    
of a debt of $100,000.  The sale was exempt pursuant to Section 4(2) of the     
Act since the sale was not made in a public offering and was made to an         
individual who had access to detailed information about Kingsley Coach and      
who was acquiring the shares for his own account.  There were no underwriters.  

  In January, 2001 Kingsley Coach issued 125,000 shares of common stock to
Jeannie Marie Michels.  The securities were issued in satisfaction of a debt    
of $50,000.  The sale was exempt pursuant to Section 4(2) of the Act since      
the sale was not made in a public offering and was made to an individual who    
had access to detailed information about Kingsley Coach and who was acquiring   
the shares for his own account.  There were no underwriters.                    

  In January, 2001 Kingsley Coach issued 465,000 shares of common stock to
Richard Whitney.  The securities were issued in satisfaction of a debt of       
$200,000.  The sale was exempt pursuant to Section 4(2) of the Act since the    
sale was not made in a public offering and was made to an individual who had    
access to detailed information about Kingsley Coach and who was acquiring the   
shares for his own account.  There were no underwriters.                        

In May, 2001 Kingsley Coach issued 500,000 shares of common stock to  
Ross Asset Management Ltd.  The securities were issued in consideration of      
payment of $75,000.  The sale was exempt pursuant to Section 4(2) of the Act    
since the sale was not made in a public offering and was made to an entity      
whose executives had access to detailed information about Kingsley Coach and    
which was acquiring the shares for its own account.  There were no              
underwriters.                                                                   

In May, 2001 Kingsley Coach issued 38,000 shares of common stock to   
Patrick Condren.  The securities were issued in consideration for services      
valued at  the market price of the common stock on the date of issue.  The      
sale was exempt pursuant to Section 4(2) of the Act since the sale was not      
made in a public offering and was made to an individual who had access to       
detailed information about Kingsley Coach and who was acquiring the shares      
for his own account.  There were no underwriters.                               

In June, 2001 Kingsley Coach issued 40,000 shares of common stock to  
Robert Brantl.  The securities were issued in consideration for services to     
be valued at market prices during the first twenty weeks after the issuance.    
The sale was exempt pursuant to Section 4(2) of the Act since the sale 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 his own account.  There were no underwriters.                               

In July, 2001 Kingsley Coach issued 100,000 shares of common stock to 
TypeCase Multimedia, Inc.  The securities were issued in consideration for      
services to be valued at the market price of the common stock on the dates      
when services were rendered.  The sale was exempt pursuant to Section 4(2)      
of the Act since the sale was not made in a public offering and was made to     
an entity whose executives had access to detailed information about Kingsley    
Coach and which was acquiring the shares for its own account.  There were no    
underwriters.                                                                   

In July, 2001 Kingsley Coach issued 50,000 shares of common stock to  
Dirks and Company, Inc.  The securities were issued in consideration for        
services to be valued at the market price on the date the shares were issued.   
The sale was exempt pursuant to Section 4(2) of the Act since the sale was      
not made in a public offering and was made to an entity whose executives had    
access to detailed information about Kingsley Coach and which was acquiring     
the shares for its own account.  There were no underwriters.                    

In July, 2001 Kingsley Coach issued 200,000 shares of common stock to 
R.S. Arndt & Co., Inc.  The securities were issued in consideration for         
services valued at  the market price of the common stock on the date of issue.  
The sale was exempt pursuant to Section 4(2) of the Act since the sale was not  
made in a public offering and was made to an entity whose executives had        
access to detailed information about Kingsley Coach and which was acquiring     
the shares for its own account.  There were no underwriters.                    

In July, 2001 Kingsley Coach issued 200,000 shares of common stock to 
Stockbroker Presentations, Inc.  The securities were issued in consideration    
for services to be valued at the market price on the date the shares were       
issued.  The sale was exempt pursuant to Section 4(2) of the Act since the      
sale was not made in a public offering and was made to an entity whose          
executives had access to detailed information about Kingsley Coach and which    
was acquiring the shares for its own account.  There were no underwriters.      

In July, 2001 Kingsley Coach issued 300,000 shares of common stock to 
R&V of Islamorada Ltd.  The securities were issued in consideration for         
services to be valued at the market price on the date the shares were issued.   
The sale was exempt pursuant to Section 4(2) of the Act since the sale was      
not made in a public offering and was made to an entity whose executives had    
access to detailed information about Kingsley Coach and which was acquiring     
the shares for its own account.  There were no underwriters.                    

In July, 2001 Kingsley Coach issued 300,000 shares of common stock to 
CLD Investor Relations, Inc.  The securities were issued in consideration for   
services to be valued at the market price on the date the shares were issued.   
The sale was exempt pursuant to Section 4(2) of the Act since the sale was      
not made in a public offering and was made to an entity whose executives had    
access to detailed information about Kingsley Coach and which was acquiring     
the shares for its own account.  There were no underwriters.                    

Item 27.  Exhibits and Financial Statement Schedules                            

Exhibits                                                                        

3-a     Certificate of Incorporation, as amended.                               

3-b     By-laws                                                                 

5       Opinion of Robert Brantl, Esq.                                          

10-a    Management Services Agreement dated May 7, 1999 with DRK, Inc.          
- filed as an exhibit to Kingsley Coach's Quarterly Report on   
Form 10-QSB for the quarter ended June 30, 1999 and incorporated
herein by reference.                                            

10-b    Agreement dated September 10, 1998 between Kingsley Coach and Thor      
America, Inc.                                                   

10-c    Agreement for Wholesale Financing dated between Kingsley Coach and      
Deutsche Financing.                                             

10-d    2000 Stock and Stock Option Plan                                        

10-e    Technology Transfer Agreement dated October 26, 2001 between Matco,     
Incorporated and Kingsley Coach - filed as an exhibit to the    
  Current Report on Form 8-K dated October 26, 2001 and incorporated
herein by reference.                                            

21      Subsidiaries - none                                                     

23-a.   Consent of Mantyla McReynolds                                           

23-b    Consent of Robert Brantl, Esq. is contained in his opinion.             

Item 28.  Undertakings                                                          

See Item 24 for the undertaking regarding the indemnification of      
officers, directors and controlling persons.                                    

The Company hereby undertakes:                                        

 (1) To file, during any period in which offers or sales are being made,
post-effective amendments to this registration statement to:          

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                       

        (ii) Reflect in the prospectus any facts or events which, individually
    or together, represent a fundamental change in the information set
      forth in the registration statement.  Notwithstanding the foregoing,
        any increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high end of estimated
   maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the  
     aggregate, the changes in volume and price represent no more than a
     20 percent change in the maximum aggregate offering price set forth
 in the "Calculation of Registration Fee" table in the effective
registration statement.                                       

     (iii) Include any additional or changed material information on the
plan of distribution.                                         

(2) For determining liability under the Securities Act, treat each    
post-effective amendment as a new registration statement of the       
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.                                    

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.         

SIGNATURES  

In accordance with the requirements of the Securities Act of 1933, The
Kingsley Coach, Inc. certifies that it has reasonable grounds to believe that   
it meets all of the requirements for filing on Form SB-2 and authorized this    
registration statement to be signed on its behalf by the undersigned in the     
City of Middleburg and the Commonwealth of Pennsylvania on the 7th day of       
November, 2001.                                                                 

                    THE KINGSLEY COACH, INC.

                 By:/s/Ralph Dickenson
                     -------------------------
                     Ralph Dickenson, Chairman

In accordance with to the requirements of the Securities Act of 1933, 
this registration statement has been signed below by the following persons      
in the capacities stated on November 7, 2001.                                   

/s/Ralph Dickenson                                                              
-------------------------                                                       
Ralph Dickenson, Director,                                                      
Chief Executive Officer,                                                        
Chief Accounting Officer                                                        

/s/George O.R. Carlson                                                          
-----------------------------                                                   
George O.R. Carlson, Director                                                   

/s/Catherine Rimes                                                              
-------------------------                                                       
Catherine Rimes, Director                                                       

-------------------------                                                       
Verdo Lancaster, Director                                                       

-------------------------                                                       
James Whitehead, Director                                                       

INDEX TO EXHIBITS       

3-a     Certificate of Incorporation, as amended.                               

3-b     By-laws                                                                 

5       Opinion of Robert Brantl, Esq.                                          

10-a    Management Services Agreement dated May 7, 1999 with DRK, Inc.          
- filed as an exhibit to Kingsley Coach's Quarterly Report on   
Form 10-QSB for the quarter ended June 30, 1999 and incorporated
herein by reference.                                            

10-b    Agreement dated September 10, 1998 between Kingsley Coach and Thor      
America, Inc.                                                   

10-c    Agreement for Wholesale Financing dated between Kingsley Coach and      
Deutsche Financing.                                             

10-d    2000 Stock and Stock Option Plan                                        

10-e    Technology Transfer Agreement dated October 26, 2001 between Matco,     
    Incorporated and Kingsley Coach - filed as an exhibit to the Current
    Report on Form 8-K dated October 26, 2001 and incorporated herein by
reference.                                                      

21      Subsidiaries - none                                                     

23-a.   Consent of Mantyla McReynolds                                           

23-b    Consent of Robert Brantl, Esq. is contained in his opinion.             

*     *     *     *     *    *     *     *     *     *     *     *     *  

                                             EXHIBIT 3-a

CERTIFICATE OF INCORPORATION              
OF              
MICRO-HYDRO POWER, INC.             

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter    
stated, under and pursuant to the provisions of the General Corporation Law of  
the Stare of Delaware, does hereby certify as follows:                          

FIRST. The name of the corporation is:                                        

MICRO-HYDRO POWER. INC.             

SECOND. The address of its registered agent in said State of Delaware upon    
whom service of process may be had is 800 Delaware Avenue, P.O. Box 410,        
Wilmington, Delaware, County of New Castle.  The name of its registered agent at
such address is Delaware Corporations Inc.                                      

THIRD. The purpose of the corporation is to engage in any lawful act or       
activity for which corporations may be organized under the General Corporation  
Law of the State of Delaware.                                                   

FOURTH. The corporation is authorized to issue capital stock to the extent of 
30,000,0000 shares of Common Stock, par value $.00001 per share, and 5,000,000  
shares of Preferred Stock, par value $.00001 per share.                         

    The Board of Directors is authorized, subject to limitations prescribed by
law and the provisions of this Article FOURTH, to provide for the issuance of   
the shares of Preferred Stock in series and by filing a certificate pursuant to 
the applicable law of the State of Delaware, to establish from time to time     
the number of shares to be included in each such series and to fix the          
designation, powers, preferences and rights of the shares of each such series   
and the qualifications, limitations or restrictions thereof.                    

FIFTH. ALL of the powers of this corporation, so far as the same may be       
lawfully vested by this Certificate of Incorporation in the Board of Directors, 
are hereby conferred on the Board of Directors of this Corporation. In          
furtherance and not in limitation of that power, the Board of Directors shall   
have the power to snake, adopt, alter, amend and repeal from time to time by-   
laws of this corporation, subject to the right of the stockholders entitled to  
vote with respect thereto to adopt, alter, amend and repeal by-laws made by the 
Board of Directors.                                                             

SIXTH. The corporation shall have a perpetual existence.                      

SEVENTH. No contact or transaction between the corporation and one or more of 
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its     
directors or officers are directors or officers, or have a financial interest,  
shall be void or violable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board of         
Directors or committee thereof which authorized the contract or transaction,    
or solely because his or their votes are counted for such purpose, if:          

The material facts as to his interest and as to the contract or       
transaction are disclosed or are known to the Board of Directors or the         
committee, and the Board or committee in good faith authorizes the contract or  
transaction by a vote sufficient for such purpose without counting the vote of  
the interested director or directors; or                                        

The material facts as to his interest and as to the contract or       
transaction are disclosed or are known to the stockholders entitled to vote     
thereon, and the contract or transaction is specifically approved in good faith 
by vote of the stockholders; or                                                 

The contract or transaction is fair as to the corporation as of the   
time it is authorized, approved or ratified, by the board of Directors, a       
committee thereof, or the stockholders.                                         

Interested directors may be counted in determining the presence of a  
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.                                                    

EIGHTH. INDEMNIFICATION AND INSURANCE:                                        

(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party  
or is threatened to be made a party or is involved in any action, suit or       
proceeding, whether civil, criminal, administrative or investigative (herein-   
after a "proceeding"), by reason of the fact that he or she, or a person of whom
he or she is the legal representative, is or was a director or officer, of the  
corporation or is or was serving at the request of the corporation as a         
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to     
employee benefit plans, whether the basis of such proceeding is alleged action  
in an official capacity as a director, officer, employee or agent or in any     
other capacity while serving as a director, officer, employee or agent, shall   
be indemnified and held harmless by the corporation to the fullest extent       
authorized by the Delaware General Corporation Law, as the same exists or may   
hereafter be amended (but, in the case of any such  amendment, only to the      
extent that such amendment permits the corporation to provide broader           
indemnification rights than said law permitted the corporation to provide       
prior to such amendment), against all expense, liability and loss (including    
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts  
paid or to be paid in settlement) reasonably incurred or suffered by such       
person in  connection therewith and such indemnification shall continue as to   
a person who has ceased to be a director, officer, employee or agent and shall  
inure to the benefit of his or her heirs, executors and  administrators;        
provided, however, that, except as provided in paragraph (b) hereof, the        
corporation shall  indemnify any such person seeking indemnification in         
connection with a proceeding (or part thereof)  initiated by such person only   
if such proceeding (or part thereof) was authorized by the Board of Directors   
of the corporation. The right to indemnification conferred in this Article      
EIGHTH shall be a contract right and shall include the right to be paid         
by the corporation the expenses incurred in defending any such proceeding in    
advance of its final disposition; provided, however, that, if the Delaware      
General Corporation Law requires, the payment of such expenses incurred by a    
director or officer in his or her capacity as a director or officer (and not    
in any other capacity in which service was or is rendered by such person        
while a director or officer, including, without limitation, service to an       
employee benefit plan) in advance of the final disposition of a proceeding,     
shall be made only upon delivery to the corporation of an undertaking, by or    
on behalf of such director or officer, to repay all amounts so advanced if it   
shall ultimately be determined that such director or officer is not entitled to 
be indemnified under this Article EIGHTH or otherwise. The corporation may, by  
action of its Board of Directors, provide indemnification to employees and      
agents of the corporation with the same scope and effect as the foregoing       
indemnification of directors and officers.                                      

(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under paragraph (a) 
of this Article EIGHTH is not paid in full by the corporation within thirty     
days after a written claim has been received by the corporation, the claimant   
may at any time thereafter bring suit against the corporation to recover the    
unpaid amount of the claim and if successful in whole or in part, the claimant  
shall be entitled to be paid also the expense of prosecuting such claim. It     
shall be a defense to any such action (other than an action brought to enforce  
a claim for expenses incurred in defending any proceeding in advance of its     
final disposition where the required undertaking, if any is required, has been  
tendered to the corporation) that the claimant has not met the standards of     
conduct which make it permissible under the Delaware General Corporation law    
for the corporation to indemnify the claimant for the amount claimed, but the   
burden of proving such defense shall be on the corporation. Neither the failure 
of the corporation (including its Board of Directors, independent legal         
counsel, or its stockholders) to have made a determination prior to the         
commencement of such action that indemnification of the claimant is proper in   
the circumstances because he or she has met the applicable standard of conduct  
set forth in the Delaware General Corporation Law, nor an actual determination  
by the corporation (including its Board of Directors, independent legal         
counsel, or its stockholders) that the claimant has not met such applicable     
standard or conduct, shall be a defense to the action or create a presumption   
that the claimant has not met the applicable standard or conduct.               

(c) Notwithstanding any limitation to the contrary contained in     
sub-paragraphs (a) and (b) of this Article EIGHTH, the corporation shall, to    
the fullest content permitted by Section 145 of the General Corporation Law     
of the State of Delaware, as the same may be amended and supplemented,          
indemnify any and all persons whom it shall have power to indemnify under said  
section from and against any and all of the expenses, liabilities or other      
matters referred to in or covered by said section, and the indemnification      
provided for herein shall not be deemed exclusive of any other rights to which  
those indemnified may be entitled under any by-law, agreement, vote of          
stockholders or disinterested directors or otherwise, both as to action in his  
official capacity and as to action in another capacity while holding such       
office, and shall continue as to a person who has ceased to be director,        
officer, employee or agent and shall inure to the benefit of the heirs,         
executors and administrators of such a person.                                  

(d) INSURANCE. The corporation may maintain insurance, at its       
expense. to protect itself and any director, officer, employee or agent of the  
corporation or another corporation, partnership, joint venture, trust or other  
enterprise against any such expense, liability or loss, whether or not the      
Corporation would have the power to indemnify such person against such expense, 
liability or loss under the Delaware General Corporation Law.                   

NINTH. Under Section 102(b)(7) of the Delaware General Corporation Law, and   
other provisions of the Delaware General Corporation Law, no director shall be  
personally liable to the corporation or its stockholders for monetary damages   
for any breach of fiduciary duty by such director as a director. Notwith-       
standing the foregoing sentence, a director shall be liable to the extent       
provided by applicable law (i) for breach of the director's duty of loyalty to  
the corporation or its stockholders, (ii) for acts or omissions not in good     
faith or which involve intentional misconduct or a knowing violation of law,    
(iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv)   
for any transaction from which the director derived an improper personal        
benefit. If the Delaware General Corporation Law is amended to authorize        
corporate action further eliminating or limiting the personal liability of      
directors, then the liability of a director of the corporation shall be         
eliminated or limited to the fullest extent permitted by the Delaware General   
Corporation Law, as so amended. No amendment to or repeal of this Article       
NINTH shall apply to or have any effect on the liability or alleged liability   
of any director of the corporation for or with respect to any acts or           
omissions of such director occurring prior to such amendment.                   

TENTH. BOARD OF DIRECTORS                                                     

(a) NUMBERS AND ELECTIONS. Except as otherwise fixed by or pursuant 
to the provisions hereof relating to the rights of holders of any class or      
series of stock having a preference over common stock as to dividends or upon   
liquidation to elect additional directors under specified circumstances, the    
number of directors of the corporation shall be fixed from time to time by      
affirmative vote of a majority of the directors then in office. Election of     
directors need not be by written ballot unless so provided in the by-laws of    
the corporation.                                                                

(b) NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as otherwise  
fixed by or pursuant to the provisions hereof relating to the rights of holders 
of any class or series of stock having a preference over common stock as to     
dividends or upon liquidation to elect additional directors under specified     
circumstances, newly created directorships resulting from any increase in the   
number of directors and any vacancies on the Board of Directors resulting from  
death, resignation, disqualification, removal or other cause shall be filled by 
the affirmative vote of a majority of the remaining directors then in office,   
even though less than a quorum of the Board of Directors. Any director elected  
in accordance with the preceding sentence shall hold office until such          
director's successor shall have been elected and qualified. No decrease in      
the number of directors constituting the Board of Directors shall shorten the   
term of any incumbent director.                                                 

    (c) MEETINGS, ACTION WITHOUT MEETING, QUORUM AND COMMITTEES: Meetings of
the Board of Directors of the corporation may be held within or without the     
State of Delaware. At all meetings of the Board of Directors or any committee   
thereof a majority of the whole Board of Directors or whole committee, as the   
case may be, shall constitute a quorum for the transaction of business.         
Except in cases in which this Certificate of Incorporation otherwise provides,  
the vote of a majority of the directors present at a meeting at which a         
quorum is present shall be the act of the Board of Directors or any committee   
thereof. Directors may participate in any meeting of the Board Directors or     
any committee thereof by means of conference telephone or similar               
communications equipment by means of which all persons participating in the     
meeting can hear each other and such participation shall constitute presence in 
person at such meeting. The Board of Directors, or any committee thereof may    
take action without a meeting if all members of the Board of Directors or       
committee, as the case may be, consent thereto in writing, and the writing or   
writings are filed with the minutes of proceedings of the Board or committee    
as the case may be. The Board of Directors may by resolution designate one or   
more committees, each committee to consist of one or more of the directors of   
the corporation.  Any such committee, to the extent permitted by law and to     
the extent provided in the resolution of the Board of Directors designating     
such committee, shall have and may exercise all of the. powers and authority    
of the Board of Directors in the management of the business and affairs of      
the corporation.                                                                

  (d) AMENDMENT, REPEAL, ETC. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the consent of the Board of       
Directors shall be required to alter, amend or adopt any provisions             
inconsistent with or repeal this Article.                                       

ELEVENTH. Except as otherwise required by statute, the books and records of   
the corporation may be kept outside of the State of Delaware, at such place or  
places as provided in the by-laws of the Corporation or from time to time       
designated by the Board of Directors.                                           

TWELFTH.Meetings of stockholders may be held within or without the State of   
Delaware.                                                                       

The name and address of the sole incorporator is as follows:        

Paula S. Belcher                                            
Buchanan Ingersoll Professional Corporation                 
14th Floor, 1835 Market Street                              
Philadelphia, PA 19103                                      

THIRTEENTH. The powers of the incorporator shall terminate upon the execution 
by said incorporator of a resolution designating and electing the Board of      
Directors of this corporation to hold office for the ensuing year and until     
successors are chosen and qualified.                                            

     I, Paula S. Belcher, being the Sole Incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the 
State of Delaware, do make this certificate, hereby declaring and certifying    
that this is my act and deed and the facts herein stated are true, and          
accordingly have hereunto set my hand this 15th day of December, 1997.          

_________________________                                             
Paula S. Belcher                                                      
Sole Incorporator                                                     

*     *     *     *     *    *     *     *     *     *     *     *     *  

                                                   EXHIBIT 3-b

BY-LAWS           

OF            

THE KINGSLEY COACH, INC.            
(a Delaware corporation)            

1.MEETING OF SHAREHOLDERS.                                                

    1.1 Annual Meeting.  The annual meeting of shareholders shall be held on
a date fixed by the Board of Directors as soon as practicable after the         
completion of the audit of the Company's financial statements for the previous  
year, and shall be held at a place and time determined by the board of directors
(the "Board").                                                                  

     1.2 Special Meetings.  Special meetings of the shareholders may be called
by resolution of the Board (or by the Chairman of the Board) or by the President
and shall be called by the President or Secretary upon the written request      
(stating the purpose or purposes of the meeting) of a majority of the Board, or 
upon written request of stockholders owning fifteen percent or more of the      
issued and outstanding shares of voting stock.  Only business related to the    
purposes set forth in the notice of the meeting may be transacted at a special  
meeting.                                                                        

 1.3 Place of Meeting.  Meetings of the shareholders may be held in or
outside Delaware.                                                               

     1.4 Notice of Meetings; Waiver of Notice.  Written notice of each meeting
of shareholders shall be given to each shareholder entitled to vote at the      
meeting, except that (a) it shall not be necessary to give notice to any        
shareholder who submits a signed waiver of notice before or after the meeting,  
and (b) no notice of an adjourned meeting need be given except when required by 
law. Each notice of meeting shall be given, personally or by mail, not less than
10 nor more than 60 days before the meeting and shall state the time and place  
of the meeting, and unless it is the annual meeting, shall state at whose       
direction the meeting is called and the purposes for which it is called.  If    
mailed, notice shall be considered given when mailed to a shareholder at his    
address on the Corporation's records.  The attendance of any shareholder at a   
meeting, without protesting at the beginning of the meeting the lack of notice  
of the meeting, shall constitute a waiver of notice by him.                     

1.5 Quorum.  The presence in person or by proxy of the holders of a 
majority of the shares entitled to vote shall constitute a quorum for the       
transaction of any business.  In the absence of a quorum a majority in voting   
interest of those present or, in the absence of all the shareholders, any       
officer entitled to preside at or to act as secretary of the meeting, may       
adjourn the meeting until a quorum is present.  At any adjourned meeting at     
which a quorum is present any action may be taken which might have been taken   
at the meeting as originally called.  If the adjournment is for more than 30    
days, or if after the adjournment a new record date is fixed for the adjourned  
meeting, a notice of the adjourned meeting shall be given to each stockholder   
of record entitled to vote at the meeting.                                      

 1.6 Voting; Proxies.  Each shareholder of record shall be entitled to
one vote for every share registered in his name and may attend meetings and     
vote either in person or by proxy.  Corporate action to be taken by shareholder 
vote, including the election of directors, shall be authorized by a majority of 
the votes cast at a meeting of shareholders, except as otherwise provided by    
law or by section 1.7 of these by-laws.  Directors shall be elected in the      
manner provided in section  2.1 of these by-laws.  Voting need not be by        
ballot unless requested by a shareholder at the meeting or ordered by the       
chairman of the meeting.  Every proxy must be signed by the shareholder or      
his attorney-in-fact. No proxy shall be valid after three years from its date   
unless it provides otherwise.                                                   

     1.7 Action by Shareholders Without a Meeting.  Any shareholder action may
be taken without a meeting, without prior notice and without a vote, if written 
consent, setting forth the action so taken, shall be signed by the holders of   
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares     
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent   
shall be given to those stockholders who have not consented in writing.         

2. BOARD OF DIRECTORS.                                                    

   2.1 Number, Qualification, Election and Term of Directors. The business
of the Corporation shall be managed by the Board, which shall consist of not    
less than one director who shall be at least 21 years old.  The number of       
directors may be changed by resolution of a majority of the entire Board or by  
the shareholders, but no decrease may shorten the term of any incumbent         
director. Directors shall be elected at each annual meeting of shareholders     
by a plurality of the votes cast and shall hold office until the next annual    
meeting of shareholders and until the election of their respective successors.  

  2.2 Quorum and Manner of Acting.  A majority of the entire Board shall
constitute a quorum for the transaction of business at any meeting, except as   
provided in Section 2.10 of these by-laws. Action of the Board shall be         
authorized by the vote of a majority of the directors present at the time of the
vote if there is a quorum, except as otherwise provided by section 2.3 of these 
by-laws.  Where these by-laws specify a single director, a single director shall
constitute a quorum.  In the absence of a quorum a majority of the directors    
present may adjourn any meeting from time to time until a quorum is present.    

  2.3 Action by Board without a Meeting.  Any Board action (or action of
any committee thereof) may be taken without a meeting if all members of the     
Board (or of the committee) consent in writing to the adoption of a resolution  
authorizing the action, and the writing or writings are filed with the minutes  
of the proceedings of the board (or committee).                                 

    2.4 Participation by Telephone.  Any one or more members of the Board or
any committee thereof may participate in a meeting of the Board or such         
committee by means of a conference telephone or similar communications          
equipment allowing all persons participating in the meeting to hear each other  
at the same time. Participating by such means shall constitute presence in      
person at a meeting.                                                            

   2.5 Place of Meetings.  Meetings of the Board may be held in or outside
Delaware.                                                                       

   2.6 Annual and Regular Meetings.  Annual meetings of the Board, for the
election of officers and consideration of other matters, shall be held either   
(a) without notice immediately after the annual meeting of shareholders and at  
the same place, or (b) as soon as practicable after the annual meeting of       
shareholders, on notice as provided in section 2.8 of these by-laws.  Regular   
meetings of the Board may be held without notice at such times and places as the
Board determines.  If the day fixed for a regular meeting is a legal holiday,   
the meeting shall be held on the next business day.                             

 2.7 Special Meetings.  Special meetings of the Board may be called by
the President or by any one of the directors.  Only business related to the     
purposes set forth in the notice of meeting may be transacted at a special      
meeting.                                                                        

   2.8 Notice of Meetings; Waiver of Notice.  Notice of the time and place
of each special meeting of the Board, and of each annual meeting not held       
immediately after the annual meeting of shareholders and at the same place,     
shall be given to each director by mailing it to him at his residence or usual  
place of business at least three days before the meeting, or by delivering or   
telephoning or telegraphing it to him at least two days before the meeting.     
Notice of a special meeting shall also state the purpose or purposes for which  
the meeting is called. Notice need not be given to any director who submits a   
signed waiver of notice before or after the meeting, or who attends the meeting 
without protesting the lack of notice to him, either before the meeting or when 
it begins.  Notice of any adjourned meeting need not be given, other than by    
announcement at the meeting at which the adjournment is taken.                  

     2.9 Resignation and Removal of Directors.  Any director may resign at any
time.  Any or all of the directors may be removed at any time, either with or   
without cause, by vote of a majority of the shareholders then entitled to vote  
at an election of directors, and any of the directors may be removed for cause  
by the Board.                                                                   

  2.10 Vacancies.  Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unexpired term by a  
majority vote of the remaining directors, though less than a quorum.            

     2.11Compensation.  Directors shall receive such compensation as the Board
determines, together with reimbursement of their reasonable expenses in         
connection with the performance of their duties.  A director may also be paid   
for serving the Corporation, its affiliates or subsidiaries in other capacities.

3. COMMITTEES.                                                            

3.1 Formation of Committees.  The Board, by resolution adopted by a   
majority of the entire Board, may designate one or more committees, each        
committee to consist of two or more of the directors of the Corporation, to     
serve at the Board's pleasure, with such powers and duties as the Board         
determines subject to the provisions of the Delaware General Corporation Law.   

    3.2 Meetings and Action of Committees.  Meetings and actions of committees
shall be governed by, and held and taken in accordance with, the provisions of  
Article 2 of these By-laws:  Section 2.2 (Quorum and Manner of Acting), Section 
2.3 (Action By Board Without a Meeting), Section 2.4 (Participation by          
Telephone), Section 2.5 (Place of Meetings), Section 2.6 (Annual and Regular    
Meetings), Section 2.7 (Special Meetings) and Section 2.8 (Notice of Meetings;  
Waiver of Notice), with such changes in the context of those By-laws as are     
necessary to substitute the committee and its members for the Board of Directors
and its members; provided, however, that the time of meetings of the committees 
may be determined either by the Board of Directors or by the committee.  The    
Board of Directors may adopt any rules for the government of any committee not  
inconsistent with the provisions of these By-laws.                              

3.3 Audit Committee.  There shall be an Audit Committee, which shall  
consist of three Directors who are not employees of the Corporation or such     
lesser number of non-employee Directors as shall then serve. The Audit Committee
shall have the power to oversee the retention, performance and compensation of  
the independent public accountants for the Corporation, and the establishment   
and oversight of such systems of internal accounting and auditing controls as   
it deems appropriate.  The Chief Financial Officer of the Corporation shall     
have the authority to report directly to the Audit Committee on matters within  
its charter.                                                                    

3.4 Compensation Committee.  There shall be a Compensation Committee, 
which shall consist of an even number of Directors who are employees of the     
Corporation and Directors who are not employees of the Corporation.  The        
Compensation Committee will review and approve the compensation of executive    
officers of the Corporation, including payment of salaries, bonuses, and        
incentive compensation.                                                         

4. OFFICERS.                                                              

     4.1 Number; Security.  The executive officers of the Corporation shall be
the Chairman of the Board, the Chief Executive Officer, the President, the      
Secretary, the Treasurer, and such other officers as may from time to time be   
chosen by the Board of Directors.  All offices may be held by the same person.  

    4.2 Election; Term of Office.  The executive officers of the Corporation
shall be elected annually by the Board, and each officer shall hold office until
the next annual meeting of the Board and until the election of his successor.   

 4.3 Subordinate Officers.  The Board may appoint subordinate officers
(including Assistant Secretaries and Assistant Treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties  
as the Board determines.  The Board may delegate to any executive officer or to 
any committee the power to appoint and define the powers and duties of any      
subordinate officers, agents or employees.                                      

   4.4 Resignation and Removal of Officers.  Any officer may resign at any
time.  Any officer elected or appointed by the Board or appointed by an         
executive officer or by a committee may be removed by the affirmative vote of a 
majority of the Board either with or without cause.                             

   4.5 Vacancies.  A vacancy in any office may be filled for the unexpired
term in the manner prescribed in sections 4.2 and 4.3 of these by-laws for the  
election or appointment to the office.                                          

    4.6. The Chairman of the Board.  The Chairman of the Board shall preside
at all meetings of the stockholders and the Board of Directors.                 

    4.7  The Chief Executive Officer.   The Chief Executive Officer, subject
to the control of the Board of Directors, shall be responsible for formulating  
the financial and operational policies of the Corporation, and supervising the  
execution thereof.                                                              

      4.8  The President.  The President shall be the chief operating officer of
the Corporation.  Subject to the control of the Board of Directors and the Chief
Executive Officer, the President shall be responsible for the general day-to-day
management of the business of the corporation and shall see that all resolutions
of the Board and directives of the Chief Executive Officer are carried into     
effect.  The Chief Executive Officer and the President shall each have the power
to execute in the corporate name all authorized deeds, mortgages, bonds,        
contracts or other instruments requiring a seal, under the seal of the          
corporation, except in cases in which the signing or execution thereof shall be 
expressly delegated by the Board of Directors to some other officer or agent of 
the corporation.                                                                

4.9 Vice Presidents.  Each Vice President shall have such powers and
duties as the Board or the President assigns to him.                            

4.10 The Treasurer.  Unless otherwise determined by the Board of    
Directors, the Treasurer shall be the chief financial officer of the Corporation
and shall be in charge of the Corporation's books and accounts. Subject to the  
control of the Board, he shall have such other powers and duties as the Board or
the Chief Executive Officer assigns to him.                                     

      4.11 The Secretary.  The Secretary shall be the secretary of, and keep the
minutes of, all meetings of the Board and of the shareholders, shall be         
responsible for giving notice of all meetings of shareholders and of the Board, 
shall keep the seal and, when authorized by the Board, shall apply it to any    
instrument requiring it.  Subject to the control of the Board, he shall have    
such other powers and duties as the Board or the President assigns to him.  In  
the absence of the Secretary from any meeting, the minutes shall be kept by the 
person appointed for that purpose by the presiding officer.                     

   4.12 Salaries.  The Board may fix the officers' salaries, if any, or it
may authorize the Chief Executive Officer to fix the salary of any officer.     

5. SHARES.                                                                

    5.1 Certificates.  The shares of the Corporation shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the President or a Vice President and by the Secretary or an Assistant       
Secretary, or the Treasurer or an Assistant Treasurer, and shall be sealed with 
the Corporation's seal or a facsimile of the seal.  Any or all of the signatures
on the certificates may be facsimile.                                           

  5.2 Transfers.  Shares shall be transferable only on the Corporation's
books, upon surrender of the certificate for the shares, properly endorsed.  The
Board may require an affidavit of the fact that a certificate has been lost,    
stolen or destroyed by the person claiming such fact and a satisfactory surety  
before issuing a new certificate to replace the certificate claimed to have been
lost, stolen or destroyed.                                                      

5.3 Determination of Shareholders of Record.  The Board may fix, in 
advance, a date as the record date for the determination of shareholders        
entitled to notice of or to vote at any meeting of the shareholders, or to      
express consent to or dissent from any proposal without a meeting, or to        
receive payment of any dividend or the allotment of any rights, or for the      
purpose of any other action.  The record date may not be more than 60 nor       
less than 10 days before the date of the meeting, nor more than 60 days         
before any other action.                                                        

6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.                                  

 6.1. Indemnification in Actions Other Than By Right of the Corporation.
The Corporation shall indemnify any person who was or is a party or is          
threatened to be made a party to any threatened, pending or completed action,   
suit or proceeding, whether civil, criminal, administrative or investigative    
(other than an action by or in the right of the corporation) by reason of the   
fact that he is or was a director, officer, employee or agent of the            
Corporation, or is or was serving at the request of the Corporation as a        
director, officer, employee or agent of another corporation, partnership,       
joint venture, trust or other enterprise, against expenses (including           
attorneys' fees), judgments, fines and amounts paid in settlement actually      
and reasonably incurred by him in connection with such action, suit or          
proceeding, had no reasonable cause to believe his conduct was unlawful.        
The termination of any action, suit or proceeding by judgment, order,           
settlement, conviction, or upon a plea of nolo contendere or its equivalent,    
shall not, of itself, create a presumption that the person did not act in       
good faith and in a manner which he reasonably believed to be in or not         
opposed to the best interests of the Corporation, and, with respect to any      
criminal action or proceeding, had reasonable cause to believe that his conduct 
was unlawful.                                                                   

6.2. Indemnification in Actions by Right of the Corporation.  The     
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in 
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the            
Corporation, or is or was serving at the request of the Corporation as a        
director, officer, employee or agent of another Corporation, partnership, joint 
venture, trust or other enterprise against expenses (including attorneys'       
fees) actually and reasonably incurred by him in connection with the defense    
or settlement of such action or suit if he acted in good faith and in a         
manner he reasonably believed to be in or not opposed to the best interests     
of the Corporation and except that no indemnification shall be made in          
respect of any claim, issue or matter as to which such person shall have        
been adjudged to be liable to the Corporation unless and only to the extent     
that the Court of Chancery or the court in which such action or suit was        
brought shall determine upon application that, despite the adjudication of      
liability but in view of all the circumstances of the case, such person is      
fairly and reasonably entitled to indemnity for such expenses which the         
Court of Chancery or other such other court shall deem proper.  The foregoing   
indemnification shall be in addition to any other rights to which those         
indemnified may be entitled under any law, agreement, vote of stockholders, or  
otherwise.                                                                      

7. MISCELLANEOUS.                                                         

 7.1 Seal. The Board may adopt a corporate seal, which shall be in the
form of a circle and shall bear the Corporation's name and the year and state in
which it was incorporated.  The Corporation may transact any and all business   
without the need for a corporate seal.                                          

    7.2 Fiscal Year.  The Board may determine the Corporation's fiscal year.
Until changed by the Board, the Corporation's fiscal year shall end on December 
31.                                                                             

     7.3 Voting of Shares in Other Corporations.  Shares in other corporations
which are held by the Corporation may be represented and voted by the           
Chairman or the President or a Vice President of this Corporation or by         
proxy or proxies appointed by one of them. The Board may, however, appoint some 
other person to vote the shares.                                                

7.4 Amendments.  By-laws may be amended, repealed or adopted by the 
shareholders or by a majority of the entire Board, but any by-law adopted by the
Board may be amended or repealed by the shareholders.  If a by-law regulating   
elections of directors is adopted, amended or repealed by the Board, the notice 
of the next meeting of shareholders shall set forth the by-law so amended,      
repealed or adopted, together with a concise statement of the changes made.     

*     *     *     *     *     *     *     *     *     *       

                                             EXHIBIT 5

ROBERT BRANTL, ESQ.               
322 Fourth Street                 
Brooklyn, NY 11215                
718-768-6045                

July 23, 2001                                                                   

The Kingsley Coach, Inc.                                                        
64 Old Route 522                                                                
Middleburg, PA  17842                                                           

Gentlemen:                                                                      

I am submitting this letter to be filed as an exhibit to the Registration       
Statement on Form SB-2 which The Kingsley Coach, Inc. proposes to file with     
the Securities and Exchange Commission registering a total of 4,370,344 shares  
of common stock for resale by thirteen selling shareholders.                    

I am of the opinion that all corporate proceedings have been taken so that the  
shares, if and when sold by the selling shareholders, will be legally issued,   
fully paid, and non-assessable.                                                 

I hereby consent to the filing of this opinion with the Securities and          
Exchange Commission in connection with the Registration Statement referred to   
above.                                                                          

Yours,                                                                          

/s/ Robert Brantl                                                               
Robert Brantl                                                           

*      *       *       *       *       *       *       *       *       *    

                                                    EXHIBIT 10-b

AGREEMENT             

   This Agreement is made and entered into this 10th day of September, 1998,
by and between THOR AMERICA, INC. ("Thor America"), a Pennsylvania corporation, 
and KINGSLEY COACH, INC. ("Kingsley"), a Texas corporation.                     
RECITALS              
1.   Thor America and Kingsley both manufacture recreational vehicles.

    2.   Thor America and Kingsley have reached certain agreements under which
          Kingsley shall give to Thor America the exclusive right to manufacture
       part of Kingsley's recreational vehicles as determined in Section 1
hereof.                                                     

  3.   Thor America and Kingsley desire to reduce to writing the terms and
conditions of their agreement.                              

NOW, THEREFORE, Thor America and Kingsley hereby agree as follows:    

   1.  Grant of Manufacturing Rights.  On the terms and conditions contained
in this Agreement, Kingsley hereby grants to Thor America the exclusive rights  
to manufacture recreational vehicle bodies ("Bodies" or "Body") on behalf of    
Kingsley; provided, however, that Kingsley shall also have the right to continue
to provide initial chassis preparation and final finishing work on recreational 
vehicles under the terms of this Agreement.  Kingsley acknowledges and agrees,  
however, that no third party may manufacture the Bodies without the prior       
written consent of Thor America in each instance.  For the period of this       
Agreement, Thor America will not produce Bodies similar to those produced for   
Kingsley for any other vehicle manufacturer.                                    

    2.  Term.  This Agreement shall be effective for a term of three (3) years
commencing on the date of execution hereof; provided, however, that Thor America
may terminate this Agreement upon ninety (90) days written notice to Kingsley.  

 3.  Payment to Kingsley.  In consideration for the manufacturing rights
given to Thor America under this Agreement, Thor America shall pay to Kingsley  
upon the execution of this Agreement the sum of $200,000.                       

4.  Payment of Liabilities.  Upon receipt of the amount set forth in  
Section 3 hereof, Kingsley shall convert some of its assets and use the proceeds
thereof, along with the $200,000, to pay some of its liabilities (as presented  
on Exhibit "A") specifically accounts payable of $70,000, Peterbilt account of  
$79,000 and DRK account of $74,000.  In no event, however, shall Thor America be
responsible for any liability or obligation of Kingsley or for the priority in  
which such liabilities or obligations are paid by Kingsley.                     

     5.  Purchase of Bodies: Repayment of $200,000.  Kingsley shall purchase all
Bodies manufactured by Thor America under this Agreement at the price           
established from time to time by Thor America therefor, which shall include an  
additional charge of $5,000 per Body to be used as partial payment of the amount
referred to in Section 3 hereof.  In the event that the $200,000 is not         
completely repaid through such additional charges, then Kingsley shall pay the  
remaining balance to Thor America upon demand by Thor America, provided,        
however, at such time as the $200,000 has been completely repaid, the           
additional charge of $5,000 per Body shall continue.                            

6.  Kingsley Balance Sheet.  Kingsley warrants and represents that its
assets and liabilities identified on Exhibit "A" attached hereto are true and   
correct as of the date of this Agreement.                                       

7.  Manufacturing Facilities.  Thor America shall reorganize its      
manufacturing facilities in Middleburg, Pennsylvania to accommodate reasonable  
activities by Kingsley to complete the manufacturing of the vehicles, separate  
from the Body manufacturing performed by Thor America, including but not limited
to stretching trucks, chassis fitting-out, and final finishing work, and related
office space as may be needed by Kingsley.                                      

8.  Allocated Expenses.  Any expenses, including, but not limited to, 
proration of taxes and insurance as agreed in writing by both parties, relating 
to the manufacturing facilities shall be allocated monthly between Thor America 
and Kingsley on such terms as Thor America and Kingsley may agree, and Kingsley 
shall pay to Thor America its share of such expenses by the 15th of each month  
for the expenses incurred in the preceding month.                               

Kingsley further agrees to pay all utility expenses, which shall be   
separately metered for that portion of the facilities used and occupied by      
Kingsley.                                                                       

    Kingsley further agrees to pay to Thor America as and for the rent for the
foregoing facilities the sum of $1.00 per year, in advance.                     

9.  Existing Manufacturing Orders.  Kingsley shall turn over to Thor  
America all current and pending bona fide orders for Bodies, which orders are   
more particularly identified on Exhibit "B" attached hereto and identified as   
deferred profit on bona fide pending orders on the balance sheet of Kingsley.   
Thor America shall use its best efforts to complete such orders within sixty    
(60) days of Kingsley's relocation to Middleburg, Pennsylvania.  In the event   
Thor America cannot timely complete such orders, Thor America shall provide     
Kingsley with a short-term loan to assist Kingsley in the timely payment of     
its current liabilities, which amount shall be repaid by Kingsley from profits  
generated from the next succeeding sales of recreational vehicles sold by       
Kingsley.  For purposes of this Section, the term "profit" shall mean a         
minimum payment of $15,000 per unit.                                            

10.  Manufacturing Specifications and Standards.  Thor America shall  
manufacture the Bodies in accordance with any specifications, standards,        
designs, and drawings which may be provided by Kingsley to Thor America as      
amended from time to time ("Plans and Specifications"), provided that such      
Plans and Specifications are no more stringent than normal industry standards   
(e.g., EVIA).                                                                   

    11.  Consultation, Training and Technical Assistant.  Kingsley, at its own
expense and upon Thor America's request, shall provide Thor America's agents,   
employees, and representatives, consulting, training, and technical  assistance 
with respect to manufacturing the Bodies.                                       

    12.  Proprietary Marks.  Nothing in this Agreement is intended or shall be
construed to grant to either Thor America or Kingsley the right to use          
trademarks, trade name, or other proprietary marks (collectively "Proprietary   
Marks") of the other party without the prior and express written consent of the 
other party in each instance.                                                   

13.  Marketing Assistance.  Thor America shall provide to Kingsley    
assistance in the marketing of Kingsley products on such terms and conditions as
Thor America and Kingsley may agree.                                            

     14.  Kingsley Employees.  Kingsley acknowledges and agrees that it shall be
solely responsible for the acts and omissions of, and any and all other         
liabilities or obligations with respect to, its employees, agents and           
representatives, and nothing contained in this Agreement, or any action or      
conduct of Thor America, shall be interpreted or construed to the contrary.     
Kingsley hereby warrants and represents that it is in compliance with all       
federal, state, and local laws and regulations with respect to employment       
matters, including but not limited to worker's compensation laws, ERISA, and    
laws governing the provisions and maintenance of health insurance benefits.     

    15.  Product Liability Insurance.  Kingsley shall provide and maintain, at
its sole expense, product liability insurance with a combined single limit      
coverage of not less than $5,000,000.  Such insurance shall be provided by an   
insurance company reasonable acceptable to Thor America, shall include the      
interest of Thor America, and shall list Thor America as an insured or          
additional insured party.  The insurance policy shall include an endorsement    
providing thirty (30) days prior written notice to Thor America of a            
cancellation or a material change or reduction in coverage.  Kingsley shall     
provide Thor America with a copy of the insurance policy referred to in this    
Section.                                                                        

 16.  Indemnity by Kingsley.  Kingsley shall indemnify and hold harmless
Thor America, its officers, directors, shareholders, agents, employees,         
representatives, successors, and assigns from and against all claims, actions,  
damage, liabilities, obligations, and costs, (including attorney's fees)        
arising out of or relating to: (a) the breach or non-performance by Kingsley    
of any provisions of this Agreement; (b) bodily injury, death, disease, or      
sickness to persons or damage to property resulting from any act or omission    
of Kingsley or its officers, directors, shareholders, agents, employees,        
representatives, successors, and assigns, including but not limited to any      
warranty claims for workmanship or materials in connection with the             
manufacturing of any recreational vehicles by Kingsley separate from the        
Bodies manufactured by Thor America ; and (c) any liability or obligation of    
Kingsley not expressly assumed by Thor America under this Agreement.  This      
Section shall survive the expiration or termination of this Agreement.          

   17.  Kingsley's Default.  Any of the following events or conditions shall
constitute an event of default by Kingsley hereunder: (a) Kingsley fails to     
perform any covenant herein and such failure continues for thirty (30) days     
after receipt of written notice from Thor America; (b) Kingsley becomes         
insolvent or makes an assignment for the benefit of creditors; (c) Kingsley     
ceases doing business as a going concern; (d) a receiver, trustee, conservator, 
or liquidator of Kingsley is appointed with or without the application or       
consent of Kingsley; (e) the filing by or against Kingsley or a bankruptcy or   
insolvency proceeding which is not dismissed within ninety (90) days;           
(f) Kingsley is adjusted a bankrupt; or (g) Kingsley makes or furnishes any     
materially false or misleading oral or written statement to Thor America.       

18.  Independent Parties.  Thor America and Kingsley acknowledge and  
agree that they are independent entities from each other and that they are      
not partners or joint venturers with the other and neither shall be liable for  
any liability or obligation of the other by virtue of this Agreement or         
otherwise.                                                                      

  19.  Notices.  Any notice provided for in this Agreement shall be deemed
delivered upon the date of delivery by certified mail, return receipt requested,
at the respective addresses of the parties as follows:                          

If to:Thor America, Inc                                             
Attention: President                                    
37 Old 522                                              
Middleburg, PA 17842                                    

With a copy to:Walter L. Bennet                                     
Thor America, Inc.                    
419 West Pike Street                  
Jackson Center, OH 45334              

And a copy to:John M. Garmhausen                                    
Faulkner, Garmhausen, Koister & Shank   
100 South Main Avenue, Suite 3000       
Sidney, OH 45365                        

If to:Kingsley Coach, Inc.                                          
Attention:                                              
9201 Fourth Avenue                                      
Bay Ridge Brooklyn, NY 11209                            

With a copy to:Samuel Bradley Rhorer                                
604 S. Ferndinand                     
Baton Rouge, LA 70802                 

The parties shall provide written notice to the other of a change of  
address from that set forth above.                                              

20.  Confidentiality.  Thor America and Kingsley shall maintain in    
strictest confidence the existence and terms and conditions of this Agreement   
and shall not disseminate any such information to any third party (except       
advisors, tax consultants, and attorneys) without the prior written consent of  
the other party.  This Section shall survive the expiration or termination of   
this Agreement.                                                                 

  21.  Non-Assignability.  Neither party may assign its rights or delegate
its obligations under this Agreement without the prior written consent of the   
other party.                                                                    

     22.  Binding Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.      

    23.  Entire Agreement.  All agreements and understandings of any character
heretofore  made between the parties are embodied in this Agreement, and no     
changes shall be made to this Agreement unless the same shall be in writing and 
duly signed by an authorized representative of the parties hereto.              

     24.  Severabiltiy.  In the event any provision of this Agreement is held or
determined by an arbitrator or court of competent jurisdiction to be invalid or 
unenforceable, the remaining provisions hereto shall remain in full force and   
effect.                                                                         

  25.  Governing Law.  This Agreement shall be governed by, construed, and
enforced in accordance with the law of the Commonwealth of Pennsylvania.        

   26.  Authorized Representatives.  The representatives of Thor America and
Kingsley hereby acknowledge that they are fully authorized to execute this      
Agreement on behalf of their respective principals.                             

     IN WITNESS WHEREOF the parties have hereunto set their hands as of the date
and year first above written.                                                   
THOR AMERICA, INC.                                                    
By: Michael Stuart                                                    
Title: President                                                      

KINGSLEY COACH, INC.                                                  
By: Ralph Dickerson                                                   
Title: C.O.B.                                                         

UNCONDITIONAL GUARANTY  

   The undersigned principals of Kingsley Coach, Inc. hereby unconditionally
and irrevocably guaranty the obligations of Kingsley Coach, Inc. under the terms
of the foregoing Agreement.                                                     
/s/ Ralph Dickerson                                                   
Ralph Dickerson                                               
Date: 9/4/98                                                          

/s/ Verdo B. Lancaster                                                
Verdo (Bert) Lancaster                                        
Date: 9/4/98                                                          

*     *     *     *     *     *     *     *     *     *     * 

                                                        EXHIBIT 10-c

AGREEMENT FOR WHOLESALE FINANCING     

This Agreement for Wholesale Financing ("Agreement") is made as of November 1,  
1999 between Deutsche Financial Services Corporation ("DFS") The Kingsley Coach,
Inc. a |   | SOLE PROPRIETORSHIP, |   | PARTNERSHIP, | X |  CORPORATION, |   |  
LIMITED LIABILITY COMPANY (check applicable term) ("Dealer"), having a principal
place of business located at 64 Old 522, Middleburg PA. 17842                   

  1. Extension of Credit.  Subject to the terms of this Agreement, DFS may
extend credit to Dealer from time to time to purchase inventory from DFS        
approved vendors ("Vendors") and for other purposes.  If DFS advances           
funds to Dealer following Dealer's execution of this Agreement, DFS will        
be deemed to have entered into this Agreement with Dealer, whether or not       
executed by DFS.  DFS' decision to advance funds will not be binding until      
the funds are actually advanced.  DFS may combine all of DFS' advances to       
Dealer or on Dealer's behalf, whether under this Agreement or any other         
agreement, and whether provided by one or more of DFS' branch offices,          
together with all finance charges, fees and expenses related thereto, to        
make one debt owed by Dealer.  DFS may, at any time and without notice to       
Dealer, elect not to finance any inventory sold by particular Vendors who       
are in default of their obligations to DFS, or with respect to which DFS        
reasonably feels insecure. This is an agreement regarding the extension         
of credit, and not the provision of goods or services.                          

 2. Financing Terms and Statements of Transaction.  Dealer and DFS agree
that certain financial terms of any advance made by DFS under this Agreement,   
whether regarding finance charges, other fees, maturities, curtailments or      
other financial terms, are not set forth herein because such terms depend, in   
part, upon the availability of Vendor discounts, payment terms or other         
incentives, prevailing economic conditions, DFS' floor planning volume with     
Dealer and with Dealer's Vendors, and other economic factors which may vary     
over time.  Dealer and DFS further agree that it is therefore in their mutual   
best interest to set forth in this Agreement only the general terms of          
Dealer's financing arrangement with DFS.  Upon agreeing to finance a            
particular item of inventory for Dealer, DFS will send Dealer a Statement of    
Transaction identifying such inventory and the applicable financial terms.      
Unless Dealer notifies DFS in writing of any objection within fifteen (15)      
days after a Statement of Transaction is mailed to Dealer: (a) the amount       
shown on such Statement of Transaction will be an account stated; (b) Dealer    
will have agreed to all rates, charges and other terms shown on such            
Statement of Transaction; (c) Dealer will have agreed that DFS is financing     
the items of inventory referenced in such Statement of Transaction at           
Dealer's request; and (d) such Statement of Transaction will be incorporated    
herein by reference, will be made a part hereof as if originally set forth      
herein, and will constitute an addendum hereto. If Dealer objects to the        
terms of any Statement of Transaction, Dealer agrees to pay DFS for such        
inventory in accordance with the most recent terms for similar inventory to     
which Dealer has not objected (or, if there are no prior terms, at the lesser   
of 16% per annum or at the maximum lawful contract rate of interest permitted   
under applicable law), but Dealer acknowledges that DFS may then elect to       
terminate Dealer's financing program pursuant to Section 17, and cease making   
additional advances to Dealer. However, such termination will not accelerate    
the maturities of advances previously made, unless Dealer shall otherwise be    
in default of this Agreement.                                                   

3. Grant of Security Interest. To secure payment of all of Dealer's   
current and future debts to DFS, whether under this Agreement or any current    
or future guaranty or other agreement, Dealer grants DFS a security interest    
in all of Dealer's inventory, equipment, fixtures, accounts, contract rights,   
chattel paper, security agreements, instruments, deposit accounts, reserves,    
documents, and general intangibles; and all judgments, claims, insurance        
policies, and payments owed or made to Dealer thereon; all whether now owned    
or hereafter acquired, all attachments, accessories, accessions, returns,       
repossessions, exchanges, substitutions and replacements thereto, and all       
proceeds thereof. All such assets are collectively referred to herein as the    
"Collateral." All of such terms for which meanings are provided in the          
Uniform Commercial Code of the applicable state as used herein with such        
meanings.  All Collateral financed by DFS, and all proceeds thereof, will be    
held in trust by Dealer for DFS, with such proceeds being payable in            
accordance with Section 9.                                                      

4. Affirmative Warranties and Representations.  Dealer warrants and   
represents to DFS that: (a) Dealer has good title to all Collateral; (b) DFS'   
security interest in the Collateral financed by DFS is not now and will not     
become subordinate to the security interest, lien, encumbrance or claim of any  
person; (c) Dealer will execute all documents DFS requests to perfect and       
maintain DFS' security interest in the Collateral; (d) Dealer will deliver to   
DFS immediately upon each request, and DFS may retain, each Certificate of      
Title or Statement of Origin issued for Collateral financed by DFS; (e)         
Dealer will at all times be duly organized, existing, in good standing,         
qualified and licensed to do business in each state, county, or parish, in      
which the nature of its business or property so requires; (f) Dealer has the    
right and is duly authorized to enter into this Agreement; (g) Dealer's         
execution of this Agreement does not constitute a breach of any agreement to    
which Dealer is now or hereafter becomes bound; (h) there are and will be no    
actions or proceedings pending or threatened against Dealer which might         
result in any material adverse change in Dealer's financial or business         
condition or which might in any way adversely affect any of Dealer's assets;    
(i) Dealer will maintain the Collateral in good condition and repair; (j)       
Dealer has duly filed and will duly file all tax returns required by law; (k)   
Dealer has paid and will pay when due all taxes, levies, assessments and        
governmental charges of any nature; (1) Dealer will keep and maintain all of    
its books and records pertaining to the Collateral at its principal place of    
business designated in this Agreement; (m) Dealer will promptly supply DFS      
with such information concerning it or any guarantor as DFS hereafter may       
reasonably request; (n) all Collateral will be kept at Dealer's principal       
place of business listed above, and such other locations, if any, of which      
Dealer has notified DFS in writing or as listed on any current or future        
Exhibit "A" attached hereto which written notice(s) to DFS and Exhibit A(s)     
are incorporated herein by reference;  (o) Dealer will give DFS thirty (30)     
days prior written notice of any change in Dealer's identity, name, form of     
business organization, ownership, management, principal place of business,      
Collateral locations or other business locations, and before moving any books   
and records to any other location; (p) Dealer will observe and perform all      
matters required by any lease, license, concession or franchise forming part    
of the Collateral in order to maintain all the rights of DFS thereunder; (q)    
Dealer will advise DFS of the commencement of material legal proceedings        
against Dealer or any guarantor; and (r) Dealer will comply with all            
applicable laws and will conduct its business in a manner which preserves and   
protects the Collateral and the earnings and incomes thereof.                   

 5. Negative Covenants.  Dealer will not at any time (without DFS' prior
written consent): (a) other than in the ordinary course of its business, sell,  
lease or otherwise dispose of or transfer any of its assets; (b) rent, lease,   
demonstrate, consign, or use any Collateral financed by DFS; or (c) merge or    
consolidate with another entity.                                                

 6. Insurance.  Dealer will immediately notify DFS of any loss, theft or
damage to any Collateral.  Dealer will keep the Collateral insured for its full 
insurable value under an "all risk" property insurance policy with a company    
acceptable to DFS, naming DFS as a lender loss-payee and containing standard    
lender's loss payable and termination provisions.  Dealer will provide DFS      
with written evidence of such property insurance coverage and lender's loss-    
payee endorsement.                                                              

 7. Financial Statements.  Dealer will deliver to DFS: (a) within ninety
(90) days after the end of each of Dealer's fiscal years, a reasonably detailed 
balance sheet as of the last day of such fiscal year and a reasonably           
detailed income statement covering Dealer's operations for such fiscal year,    
in a form satisfactory to DFS; (b) within forty-five (45) days after the end    
of each of Dealer's fiscal quarters, a reasonably detailed balance sheet as     
of the last day of such quarter and an income statement covering Dealer's       
operations for such quarter, in a form satisfactory to DFS; and (c) within      
ten (10) days after request therefor by DFS, any other report requested by      
DFS relating to the Collateral or the financial condition of Dealer. Dealer     
warrants and represents to DFS that all financial statements and information    
relating to Dealer or any guarantor which have been or may hereafter be         
delivered by Dealer or any guarantor are true and correct and have been and     
will be prepared in accordance with generally accepted accounting principles    
consistently applied and, with respect to such previously delivered             
statements or information, there has been no material adverse change in the     
financial or business condition of Dealer or any guarantor since the            
submission to DFS, either as of the date of delivery, or, if different, the     
date specified therein, and Dealer acknowledges DFS' reliance thereon.          

 8. Reviews.  Dealer grants DFS an irrevocable license to enter Dealer's
business locations during normal business hours without notice to Dealer to:    
(a) account for and inspect all Collateral; (b) verify Dealer's compliance with 
this Agreement; and (c) examine and copy Dealer's books and records related     
to the Collateral.                                                              

9. Payment Terms.  Dealer will immediately pay DFS the principal      
indebtedness owed DFS on each item of Collateral financed by DFS (as shown      
on the Statement of Transaction identifying such Collateral) on the earliest    
occurrence of any of the following events: (a) when such Collateral is lost,    
stolen or damaged; (b) for Collateral financed under Pay-As-Sold ("PAS")        
terms (as shown on the Statement of Transaction identifying such Collateral),   
when such Collateral is sold, transferred, rented, leased, otherwise disposed   
of or matured; (c) in strict accordance with any curtailment schedule for       
such Collateral (as shown on the Statement of Transaction identifying such      
Collateral); (d) for Collateral financed under Scheduled Payment Program        
("SPP") terms (as shown on the Statement of Transaction identifying such        
Collateral), in strict accordance with the installment payment schedule; and    
(e) when otherwise required under the terms of any financing program agreed     
to in writing by the parties. Regardless of the SPP terms pertaining to any     
Collateral financed by DFS, if DFS determines that the current outstanding      
debt which Dealer owes to DFS exceeds the aggregate wholesale invoice price     
of such Collateral in Dealer's possession, Dealer will immediately upon         
demand pay DFS the difference between such outstanding debt and the aggregate   
wholesale invoice price of such Collateral.  If Dealer from time to time is     
required to make immediate payment to DFS of any past due obligation            
discovered during any Collateral review, or at any other time, Dealer agrees    
that acceptance of such payment by DFS shall not be construed to have waived    
or amended the terms of its financing program.  The proceeds of any             
Collateral received by Dealer will be held by Dealer in trust for DFS'          
benefit, for application as provided in this Agreement.  Dealer will send all   
payments to DFS' branch office(s) responsible for Dealer's account.  DFS may    
apply: (i) payments to reduce finance charges first and then principal,         
regardless of Dealer's instructions; and (ii) principal payments to oldest      
(earliest) invoice for Collateral financed by DFS, but, in any event, all       
principal payments will first be applied to such Collateral which is sold,      
lost, stolen, damaged, rented, leased, or otherwise disposed of or              
unaccounted for.  Any third party discount, rebate, bonus or credit granted     
to Dealer for any Collateral will not reduce the debt Dealer owes DFS until     
DFS has received payment therefor in cash.  Dealer will: (1) pay DFS even if    
any Collateral is defective or fails to conform to any warranties extended by   
any third party; (2) not assert against DFS any claim or defense Dealer has     
against any third party; and (3) indemnify and hold DFS harmless against all    
claims and defenses asserted by any buyer of the Collateral relating to the     
condition of, or any representations regarding, any of the Collateral. Dealer   
waives all rights of offset and counterclaims Dealer may have against DFS.      

    10. Calculation of Charges.  Dealer will pay finance charges to DFS on the
outstanding principal debt which Dealer owes DFS for each item of Collateral    
financed by DFS at the rate(s) shown on the Statement of Transaction            
identifying such Collateral, unless Dealer objects thereto as provided in       
Section 2.  The finance charges attributable to the rate shown on the           
Statement of Transaction will: (a) be computed based on a 360 day year; (b)     
be calculated by multiplying the Daily Charge (as defined below) by the         
actual number of days in the applicable billing period; and (c) accrue from     
the invoice date of the Collateral identified on such Statement of Transaction  
until DFS receives full payment in good funds of the principal                  
debt Dealer owes DFS for each item of such Collateral in accordance with DFS'   
payment recognition policy and DFS applies such payment to Dealer's principal   
debt in accordance with the terms of this Agreement.  The "Daily Charge" is     
the product of the Daily Rate (as defined below) multiplied by the Average      
Daily Balance (as defined below).  The "Daily Rate" is the quotient of the      
annual rate shown on the Statement of Transaction divided by 360, or the        
monthly rate shown on the Statement of Transaction divided by 30.  The          
"Average Daily Balance" is the quotient of (i) the sum of the outstanding       
principal debt owed DFS on each day of a billing period for each item of        
Collateral identified on a Statement of Transaction, divided by (ii) the        
actual number of days in such billing period.  Dealer will also pay DFS $100    
for each check returned unpaid for insufficient funds (an "NSF check") (such    
$100 payment repays DFS' estimated administrative costs; it does not waive      
the default caused by the NSF check).  The annual percentage rate of the        
finance charges relating to any item of Collateral financed by DFS will be      
calculated from the invoice date of such Collateral, regardless of any period   
during which any finance charge subsidy shall be paid or payable by any third   
party.  Dealer acknowledges that DFS intends to strictly conform to the         
applicable usury laws governing this Agreement.  Regardless of any provision    
contained herein or in any other document executed or delivered in connection   
herewith or therewith, DFS shall never be deemed to have contracted for,        
charged or be entitled to receive, collect or apply as interest on this         
Agreement (whether termed interest herein or deemed to be interest by           
judicial determination or operation of law), any amount in excess of the        
maximum amount allowed by applicable law, and, if DFS ever receives, collects   
or applies as interest any such excess, such amount which would be excessive    
interest will be applied first to the reduction of the unpaid principal         
balances of advances under this Agreement, and, second, any remaining excess    
will be paid to Dealer.  In determining whether or not the interest paid or     
payable under any specific contingency exceeds the highest lawful rate,         
Dealer and DFS shall, to the maximum extent permitted under applicable law:     
(A) characterize any non-principal payment (other than payments which are       
expressly designated as interest payments hereunder) as an expense or fee       
rather than as interest; (B) exclude voluntary prepayments and the effect       
thereof; and (C) spread the total amount of interest throughout the entire      
term of this Agreement so that the interest rate is uniform throughout such     
term.                                                                           

  11. Billing Statement.  DFS will send Dealer a monthly billing statement
identifying all charges due on Dealer's account with DFS.  The charges          
specified on each billing statement will be: (a) due and payable in full        
immediately on receipt; and (b) an account stated, unless DFS receives          
Dealer's written objection thereto within 15 days after it is mailed to         
Dealer.  If DFS does not receive, by the 25th day of any given month, payment   
of all charges accrued to Dealer's account with DFS during the immediately      
preceding month, Dealer will (to the extent allowed by law) pay DFS a late      
fee ("Late Fee") equal to the greater of $5 or 5% of the amount of such         
finance charges (payment of the Late Fee does not waive the default caused by   
the late payment).  DFS may adjust the billing statement at any time to         
conform to applicable law and this Agreement.                                   

12. Default.  Dealer will be in default under this Agreement if:      
(a) Dealer breaches any terms, warranties or representations contained herein,  
in any Statement of Transaction to which Dealer has not objected as provided    
in Section 2, or in any other agreement between DFS and Dealer; (b) any         
guarantor of Dealer's debts to DFS breaches any terms, warranties or            
representations contained in any guaranty or other agreement between the        
guarantor and DFS; (c) any representation, statement, report or certificate     
made or delivered by Dealer or any guarantor to DFS is not accurate when        
made; (d) Dealer fails to pay any portion of Dealer's debts to DFS when due     
and payable hereunder or under any other agreement between DFS and Dealer;      
(e) Dealer abandons any Collateral; (f) Dealer or any guarantor is or becomes   
in default in the payment of any debt owed to any third party; (g) a money      
judgment issues against Dealer or any guarantor; (h) an attachment, sale or     
seizure issues or is executed against any assets of Dealer or of any            
guarantor; (i) the undersigned dies while Dealer's business is operated as a    
sole proprietorship, any general partner dies while Dealer's business is        
operated as a general or limited partnership, or any member dies while          
Dealer's business is operated as a limited liability company, as applicable;    
(j) any guarantor dies; (k) Dealer or any guarantor shall cease existence as    
a corporation, partnership, limited liability company or trust, as              
applicable; (1) Dealer or any guarantor ceases or suspends business; (m)        
Dealer, any guarantor or any member while Dealer's business is operated as a    
limited liability company, as applicable, makes a general assignment for the    
benefit of creditors; (n) Dealer, any guarantor or any member while Dealer's    
business is operated as a limited liability company, as applicable, becomes     
insolvent or voluntarily or involuntarily becomes subject to the Federal        
Bankruptcy Code, any state insolvency law or any similar law; (o) any           
receiver is appointed for any assets of Dealer, any guarantor or any member     
while Dealer's business is operated as a limited liability company, as          
applicable; (p) any guaranty of Dealer's debts to DFS is terminated; (q)        
Dealer loses any franchise, permission, license or right to sell or deal in     
any Collateral which DFS finances; (r) Dealer or any guarantor misrepresents    
Dealer's or such guarantor's financial condition or organizational structure;   
(s) there shall occur a material adverse change in the financial or other       
condition or business prospects of Dealer or any guarantor; or (t) DFS          
determines in good faith that it is insecure with respect to any of the         
Collateral or the payment of any part of Dealer's obligation to DFS.            

13. Rights of DFS Upon Default.  In the event of a default:           

(a) DFS may at any time at DFS' election, without notice or demand to           
Dealer, do any one or more of the following: declare all or any part            
of the debt Dealer owes DFS immediately due and payable, together               
with all costs and expenses of DFS' collection activity, including,             
without limitation, all reasonable attorneys' fees; exercise any or             
all rights under applicable law (including, without limitation, the             
right to possess, transfer and dispose of the Collateral); and/or               
cease extending any additional credit to Dealer (DFS' right to cease            
extending credit shall not be construed to limit the discretionary              
nature of this credit facility).                                                

(b) Dealer will segregate and keep the Collateral in trust for DFS, and         
in good order and repair, and will not sell, rent, lease, consign,              
otherwise dispose of or use any Collateral, nor further encumber any            
Collateral.                                                                     

(c) Upon DFS' oral or written demand, Dealer will immediately deliver the       
Collateral to DFS, in good order and repair, at a place specified by            
DFS, together with all related documents; or DFS may, in DFS' sole              
discretion and without notice or demand to Dealer, take immediate               
possession of the Collateral together with all related documents.               

(d) DFS may, without notice, apply a default finance charge to Dealer's         
outstanding principal indebtedness equal to the default rate                    
specified in Dealer's financing program with DFS, if any, or if there           
is none so specified, at the lesser of 3% per annum above the rate in           
effect immediately prior to the default, or the highest lawful                  
contract rate of interest permitted under applicable law.                       

All of DFS' rights and remedies are cumulative.  DFS' failure to      
exercise any of DFS' rights or remedies hereunder will not waive any            
of DFS' rights or remedies as to any past, current or future default.           

14. Sale of Collateral.  Dealer agrees that if DFS conducts a private 
sale of any Collateral by requesting bids from 10 or more dealers or            
distributors in that type of Collateral, any sale by DFS of such                
Collateral in bulk or in parcels within 120 days of: (a) DFS' taking            
possession and control of such Collateral; or (b) when DFS is otherwise         
authorized to sell such Collateral; whichever occurs last, to the bidder        
submitting the highest cash bid therefor, is a commercially reasonable          
sale of such Collateral under the Uniform Commercial Code.  Dealer              
agrees that the purchase of any Collateral by a Vendor, as provided in          
any agreement between DFS and the Vendor, is a commercially reasonable          
disposition and private sale of such Collateral under the Uniform               
Commercial Code, and no request for bids shall be required.  Dealer             
further agrees that 7 or more days prior written notice will be                 
commercially reasonable notice of any public or private sale (including         
any sale to a Vendor).  Dealer irrevocably waives any requirement that          
DFS retain possession and not dispose of any Collateral until after an          
arbitration hearing, arbitration award, confirmation, trial or final            
judgment.  If DFS disposes of any such Collateral other than as herein          
contemplated, the commercial reasonableness of such disposition will be         
determined in accordance with the laws of the state governing this              
Agreement.                                                                      

    15. Power of Attorney.  Dealer grants DFS an irrevocable power of attorney
to: execute or endorse on Dealer's behalf any checks, financing                 
statements, instruments, Certificates of Title and Statements of Origin         
pertaining to the Collateral; supply any omitted information and correct        
errors in any documents between DFS and Dealer; initiate and settle any         
insurance claim pertaining to the Collateral; and do anything to                
preserve and protect the Collateral and DFS' rights and interest                
therein.                                                                        

    16. Information.  DFS may provide to any third party any credit, financial
or other information on Dealer that DFS may from time to time possess.          
DFS may obtain from any Vendor any credit, financial or other                   
information regarding Dealer that such Vendor may from time to time             
possess.                                                                        

    17. Termination.  Either party may terminate this Agreement at any time by
written notice received by the other party.  If DFS terminates this             
agreement, Dealer agrees that if Dealer: (a) is not in default                  
hereunder, 30 days prior notice of termination is reasonable and                
sufficient (although this provision shall not be construed to mean that         
shorter periods may not, in particular circumstances, also be reasonable        
and sufficient); or (b) is in default hereunder, no prior notice of             
termination is required.  Dealer will not be relieved from any                  
obligation to DFS arising out of DFS' advances or commitments made              
before the effective termination date of this Agreement. DFS will retain        
all of its rights, interests and remedies hereunder until Dealer has            
paid all of Dealer's debts to DFS.  All waivers set forth within this           
Agreement will survive any termination of this Agreement.                       

  18. Binding Effect.  Dealer cannot assign its interest in this Agreement
without DFS' prior written consent, although DFS may assign or                  
participate DFS' interest, in whole or in part, without Dealer's                
consent. This Agreement will protect and bind DFS' and Dealer's                 
respective heirs, representatives, successors and assigns.                      

   19. Notices.  Except as otherwise stated herein, all notices, arbitration
claims, responses, requests and documents will be sufficiently given or         
served if mailed or delivered: (a) to Dealer at Dealer's principal place        
of business specified above; and (b) to DFS at 655 Maryville Centre             
Drive, St. Louis, Missouri 63141-5832, Attention: General Counsel, or           
such other address as the parties may hereafter specify in writing.             

20. NO ORAL AGREEMENTS.  ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING        
PROMISES TO EXTEND OR RENEW SUCH DEBTS ARE NOT ENFORCEABLE.  TO PROTECT         
DEALER AND DFS FROM MISUNDERSTANDING OR DISAPPOINTMENT, ALL AGREEMENTS          
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE               
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES,          
EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR AS THE PARTIES MAY LATER AGREE IN     
WRITING TO MODIFY IT.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.   

    21. Other Waivers. Dealer irrevocably waives notice of: DFS' acceptance of
this Agreement, presentment, demand, protest, nonpayment,                       
nonperformance, and dishonor.  Dealer and DFS irrevocably waive all             
rights to claim any punitive and/or exemplary damages.                          

  22. Severability.  If any provision of this Agreement or its application
is invalid or unenforceable, the remainder of this Agreement will not be      
impaired or affected and will, remain binding and enforceable.                

23. Supplement.  If Dealer and DFS have heretofore executed other     
agreements in connection with all or any part of the Collateral, this Agreement 
shall supplement each and every other agreement previously executed by          
and between Dealer and DFS, and in that event this Agreement shall              
neither be deemed a novation nor a termination of such previously               
executed agreement nor shall execution of this Agreement be deemed a            
satisfaction of any obligation secured by such previously executed agreement.   

    24. Receipt of Agreement.  Dealer acknowledges that it has received a true
and complete copy of this Agreement.  Dealer acknowledges that it has           
read and understood this Agreement.  Notwithstanding anything herein to         
the contrary: (a) DFS may rely on any facsimile copy, electronic data           
transmission or electronic data storage of this Agreement, any Statement        
of Transaction, billing statement, invoice from a Vendor, financial             
statements or other reports, and (b) such facsimile copy, electronic            
data transmission or electronic data storage will be deemed an original,        
and the best evidence thereof for all purposes, including, without              
limitation, under this Agreement or any other agreement between DFS and         
Dealer, and for all evidentiary purposes before any arbitrator, court or        
other adjudicatory authority.                                                   

   25. Miscellaneous.  Time is of the essence regarding Dealer's performance
of its obligations to DFS notwithstanding any course of dealing or custom       
on DFS' part to grant extensions of time.  Dealer's liability under this        
Agreement is direct and unconditional and will not be affected by the           
release or nonperfection of any security interest granted hereunder.            
DFS will have the right to refrain from or postpone enforcement of this         
agreement or any other agreements between DFS and Dealer without                
prejudice and the failure to strictly enforce these agreements will not         
be construed as having created a course of dealing between DFS and              
Dealer contrary to the specific terms of the agreements or as having            
modified, released or waived the same.  The express terms of this               
Agreement will not be modified by any course of dealing, usage of trade,        
or custom of  trade which may deviate from the terms hereof.  If Dealer         
fails to pay taxes, fees or other obligation which may impair DFS'              
interest in the Collateral, or fails to keep the Collateral insured, DFS        
may, but shall not be required to, pay such taxes, fees or obligations          
and pay the cost to insure the Collateral, and the amounts paid will be         
(a) an additional debt owned by Dealer to DFS, which shall be subject to        
finance charges as provided herein; and (b) due and payable immediately         
in full.  Dealer agrees to pay all of DFS' reasonable attorney's fees           
and expenses incurred by DFS in enforcing DFS' rights hereunder.  The           
Section titles used in this Agreement are for convenience only and do           
not define or limit the contents of any Section.                                

26. BINDING ARBITRATION.                                              

   26.1 Arbitrable Claims.  Except as otherwise specified below, all
actions, disputes, claims and controversies under common law, statutory law or  
in equity of any type or nature whatsoever (including, without limitation,      
all torts, whether regarding negligence, breach of fiduciary duty,              
restraint of trade, fraud, conversion, duress, interference, wrongful           
replevin, wrongful sequestration, fraud in the inducement, usury or any         
other tort, all contract actions, whether regarding express or implied          
terms, such as implied covenants of good faith, fair dealing, and the           
commercial reasonableness of any Collateral disposition, or any other           
contract claim, all claims of deceptive trade practices or lender               
liability, and all claims questioning the reasonableness or lawfulness          
of any act), whether arising before or after the date of this Agreement,        
and whether directly or indirectly relating to: (a) this Agreement              
and/or any amendments and addenda hereto, or the breach, invalidity or          
termination hereof; (b) any previous or subsequent agreement between DFS        
and Dealer; (c) any act committed by DFS or by any parent company,              
subsidiary or affiliated company of DFS (the "DFS Companies"), or by any        
employee, agent, officer or director of a DFS Company whether or not            
arising within the scope and course of employment or other contractual          
representation of the DFS Companies provided that such act arises under         
a relationship, transaction or dealing between DFS and Dealer; and/or           
(d) any other relationship, transaction or dealing between DFS and              
Dealer (collectively the "Disputes"), will be subject to and resolved by        
binding arbitration.                                                            

        26.2 Administrative Body.  All arbitration hereunder will be conducted
in accordance with the Commercial Arbitration Rules of The American             
Arbitration Association ("AAA"). If the AAA is dissolved, disbanded or          
becomes subject to any state or federal bankruptcy or insolvency                
proceeding, the parties will remain subject to binding arbitration which        
will be conducted by a mutually agreeable arbitral forum. The parties           
agree that all arbitrator(s) selected will be attorneys with at least           
five (5) years secured transactions experience. The arbitrator(s) will          
decide if any inconsistency exists between the rules of any applicable          
arbitral forum and the arbitration provisions contained herein. If such         
inconsistency exists, the arbitration provisions contained herein will          
control and supersede such rules. The site of all arbitration                   
proceedings will be in the Division of the Federal Judicial District in         
which AAA maintains a regional office that is closest to Dealer.                

    26.3 Discovery.  Discovery permitted in any arbitration proceeding
commenced hereunder is limited as follows.  No later than thirty (30) days      
after the filing of a claim for arbitration, the patties will exchange          
detailed statements setting forth the facts supporting the claim(s) and         
all defenses to be raised during the arbitration, and a list of all             
exhibits and witnesses.  No later than twenty-one (21) days prior to the        
arbitration hearing, the parties will exchange a final list of all              
exhibits and all witnesses, including any designation of any expert             
witness(es) together with a summary of their testimony; a copy of all           
documents and a detailed description of any property to be introduced at        
the hearing. Under no circumstances will the use of interrogatories,            
requests for admission, requests for the production of documents or the         
taking of depositions be permitted.  However, in the event of the               
designation of any expert witness(es), the following will occur: (a) all        
information and documents relied upon by the expert witness(es) will be         
delivered to the opposing party, (b) the opposing party will be                 
permitted to depose the expert witness(es), (c) the opposing party will         
be permitted to designate rebuttal expert witness(es), and (d) the              
arbitration hearing will be continued to the earliest possible date that        
enables the foregoing limited discovery to be accomplished.                     

      26.4 Exemplary or Punitive Damages.  The Arbitrator(s) will not have
the authority to award exemplary or punitive damages.                           

26.5 Confidentiality of Awards.  All arbitration proceedings, 
including testimony or evidence at hearings, will be kept confidential,         
although any award or order rendered by the arbitrator(s) pursuant to the terms 
of this Agreement may be entered as a judgment or order in any state or         
federal court and may be confirmed within the federal judicial district         
which includes the residence of the party against whom such award or            
order was entered. This Agreement concerns transactions involving               
commerce among the several states. The Federal Arbitration Act, Title 9         
U.S.C. Sections 1 et seq., as amended ("FAA") will govern all                   
arbitration(s) and confirmation proceedings hereunder.                          

    26.6 Prejudgment and Provisional Remedies.  Nothing herein will be
construed to prevent DFS' or Dealer's use of bankruptcy, receivership,          
injunction, repossession, replevin, claim and delivery, sequestration, seizure, 
attachment, foreclosure, dation and/or any other prejudgment or                 
provisional action or remedy relating to any Collateral for any current         
or future debt owed by either party to the other. Any such action or            
remedy will not waive DFS' or Dealer's right to compel arbitration of           
any Dispute.                                                                    

        26.7 Attorneys' Fees.  If either Dealer or DFS brings any other action
for judicial relief with respect to any Dispute (other than those set forth     
in Section 26.6), the party bringing such action will be liable for and         
immediately pay all of the other party's costs and expenses (including          
attorneys' fees) incurred to stay or dismiss such action and remove or          
refer such Dispute to arbitration. If either Dealer or DFS brings or            
appeals an action to vacate or modify an arbitration award and such             
party does not prevail, such party will pay all costs and expenses,             
including attorneys' fees, incurred by the other party in defending such        
action. Additionally, if Dealer sues DFS or institutes any arbitration          
claim or counterclaim against DFS in which DFS is the prevailing party,         
Dealer will pay all costs and expenses (including attorneys' fees)              
incurred by DFS in the course of defending such action or proceeding.           

   26.8 Limitations.  Any arbitration proceeding must be instituted:
(a) with respect to any Dispute for the collection of any debt owed by either   
party to the other, within two (2) years after the date the last payment        
was received by the instituting party; and (b) with respect to any other        
dispute, within two (2) years after the date the incident giving rise           
thereto occurred, whether or not any damage was sustained or capable of         
ascertainment or either party knew of such incident. Failure to                 
institute an arbitration proceeding within such period will constitute          
an absolute bar and waiver to the institution of any proceeding, whether        
arbitration or a court proceeding, with respect to such Dispute.                

   26.9 Survival After Termination.  The agreement to arbitrate will
survive the termination of this Agreement.                                      

   27. INVALIDITY/UNENFORCEABLITY OF BINDING ARBITRATION.  IF THIS AGREEMENT
IS FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING WITH            
RESPECT TO ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION       
BY A JUDGE WITHOUT A JURY.  DEALER AND DFS WAIVE ANY RIGHT TO A JURY TRIAL IN   
ANY SUCH PROCEEDING.                                                            

28. Governing Law.  Dealer acknowledges and agrees that this and all  
other agreements between Dealer and DFS have been substantially negotiated,     
and will be substantially performed, in the state of Georgia. Accordingly,      
Dealer agrees that all Disputes will be governed by, and construed in           
accordance with, the laws of such state, except to the extent inconsistent      
with the provisions of the FAA which shall control and govern all arbitration   
proceedings hereunder.                                                          

IN WITNESS WHEREOF, Dealer and DFS have executed this Agreement as of the 
date first set forth hereinabove. THIS CONTRACT CONTAINS BINDING ARBITRATION,   
JURY WAIVER AND PUNITIVE DAMAGE WAIVER PROVISIONS.                              

DEUTSCHE FINANCIAL SERVICES       The Kingsley Coach, Inc.              
CORPORATION                                                           

By:_____________________________ By: /s/ Verdo Lancaster              
Print Name:______________________Print Name:  Verdo Lancaster         
Title:___________________________Title:Vice/President                 

By:_________________________________                                  
Print Name:_________________________                                  
Title:______________________________                                  

ATTEST                                                                

/s/ Richard Duston                                                    

Richard Duston (Assistant) Secretary                          
Print Name:                                                   

SECRETARY'S CERTIFICATION OF RESOLUTION     

     I certify that I am the Secretary or Assistant Secretary of the corporation
named below, and that the following completely and accurately sets forth certain
resolutions of the Board of Directors of the corporation adopted at a special   
meeting thereof held on due notice (and with shareholder approval, if required  
by law), at which meeting there was present a quorum authorized to transact the 
business described below, and that the proceedings of the meeting were in       
accordance with the certificate of incorporation, charter and by-laws of the    
corporation, and that they have not been revoked, annulled or amended in any    
manner whatsoever.                                                              

Upon motion duly made and seconded, the following resolution was      
unanimously adopted after full discussion:                                      

"RESOLVED, That the several officers, directors, and agents of this   
corporation, or any one or more of them, are hereby authorized and empowered on 
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation ("DFS") in such amounts and on such terms as such officers,         
directors or agents deem proper; to enter into financing, security, pledge and  
other agreements with DFS relating to the terms upon which such financing may   
be obtained and security and/or other credit support is to be furnished by      
this corporation therefor; from time to time to supplement or amend any such    
agreements; and from time to time to pledge, assign, mortgage, grant security   
interests, and otherwise transfer, to DFS as collateral security for any        
obligations of this corporation to DFS, whenever and however arising, any assets
of this corporation, whether now owned or hereafter acquired; the Board of      
Directors hereby ratifying, approving and confirming all that any of said       
officers, directors or agents have done or may do with respect to the           
foregoing."                                                                     

IN WITNESS WHEREOF, I have executed and affirmed the seal of the corporation on 
the date stated below.                                                          

Dated: November 2, 1999            /s/ Richard Duston                       
                Richard Duston
                     Assistant Secretary

*     *     *     *     *     *     *     *     *     *     *     *           

                                          EXHIBIT 10-d

THE KINGSLEY COACH, INC.            

2000 Stock and Stock Option Plan            

Article 1. Establishment and Purpose                                            

1.1  Establishment of the Plan.  The Kingsley Coach,  Inc., a Delaware  
corporation (the "Company" or "Kingsley Coach"), hereby establishes an incentive
compensation plan (the "Plan"), as set forth in this document.                  

1.2  Purpose of the Plan.  The purpose of the Plan is to promote the    
success and enhance the value of the Company by linking the personal interests  
of Participants to those of the Company's shareholders, and by providing        
Participants with an incentive for outstanding performance. The Plan is         
further intended to attract and retain the services of Participants upon        
whose judgment, interest, and special efforts the successful operation of       
Kingsley Coach and its subsidiaries is dependent.                               

1.3  Effective Date of the Plan.  The Plan shall become effective on    
October 1, 2000.                                                                

Article 2. Definitions                                                          

  Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word   
is capitalized:                                                                 

  (a)  "Award" means, individually or collectively, a grant  under this Plan
of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,  or   
Performance Shares.                                                             

(b)  "Award Agreement" means an agreement which may be  entered into by 
each Participant and the Company, setting  forth the terms and provisions       
applicable to Awards granted  to Participants under this Plan.                  

(c)  "Board" or "Board of Directors" means the Kingsley Coach Board of  
Directors.                                                                      

(d)  "Cause" shall mean willful and gross misconduct on the part of an  
Eligible Person that is materially and demonstrably  detrimental to the Company 
or any Subsidiary as determined by the Committee in its sole discretion.        

(e)  "Change in Control" shall be deemed to have occurred if (i) any    
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than (A) a person who on October 1, 2000 was the beneficial owner of more 
than 25% of the outstanding Shares, (B) a trustee or other fiduciary holding    
securities under an employee benefit plan of the Company or (C) a corporation   
owned directly or indirectly by the shareholders of the Company in substantially
the same proportions as their ownership of stock of the Company, is or becomes  
the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or   
indirectly, of securities of the Company representing forty percent (40%) or    
more of the total voting power represented by the Company's then outstanding    
voting securities, or (ii) during any period of two (2) consecutive years,      
individuals who at the beginning of such period constitute the Board of         
Directors of the Company and any new Director whose election by the Board of    
Directors or nomination for election by the Company's shareholders was          
approved by a vote of at least two-thirds (2/3) of the Directors then still     
in office who either were Directors at the beginning of the period or whose     
election or nomination for election was previously so approved, cease for any   
reason to constitute a majority thereof, or (iii) the shareholders of the       
Company approve a merger or consolidation of the Company with any other         
corporation, other than a merger or consolidation which would result in the     
voting securities of the Company outstanding immediately prior thereto          
continuing to represent (either by remaining outstanding or by being            
converted into voting securities of  the surviving entity) at least fifty-      
five percent (55%) of the total voting power represented by the voting          
securities of the Company or such surviving entity outstanding immediately      
after such merger or consolidation, or the shareholders of the Company          
approve a plan of complete liquidation of the Company or an agreement for       
the sale or disposition by the Company of all or substantially all the          
Company's assets.                                                               

  (f)  "Code" means the Internal Revenue Code of 1986, as  amended from time
to time.                                                                        

(g)  "Committee" means the committee or committees, as  specified in    
Article 3, appointed by the Board to administer the Plan with respect to grants 
of Awards.                                                                      

  (h) "Consultant" means a natural person under contract with the Company to
provide bona fide services to the Company which are not in connection with the  
offer or sale of securities in a capital-raising transaction and do not directly
or indirectly promote or maintain a market for the Company's securities.        

(i)  "Director" means any individual who is a member of the Kingsley  
Coach Board of Directors.                                                       

(j)  "Disability" shall mean the Participant's inability to perform the 
Participant's normal Employment functions due to any medically determinable     
physical or mental disability,  which can last or has lasted 12 months or is    
expected to result in death.                                                    

(k) "Eligible Person" means an Employee, Director or Consultant.        

 (l)  "Employee" means any officer or employee of the Company or of one of
the Company's Subsidiaries.  Directors who are not otherwise employed by  the   
Company shall not be considered Employees under this  Plan.                     

 (m)  "Employment,"  with reference to an Employee, means the condition of
being an officer or employee of the Company or one of its Subsidiaries.         
"Employment," with reference to a Consultant, means the condition of being a    
Consultant.  "Employment," with reference to a Director, means the condition of 
being a Director.  The change in status of an Eligible Person among the         
categories of Employee, Director and Consultant shall not be deemed a           
termination of Employment.                                                      

 (n)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor Act thereto.                                

  (o)  "Exercise Price" means the price at which a Share may be purchased by
a Participant pursuant to an Option, as  determined by the Committee.           

 (p)  "Fair Market Value" shall mean (i) at such time as there are closing
prices quoted for the Shares, the closing price of  Shares on the relevant date,
or (if there were no sales on such date) the next preceding trading date, all as
reported on the principal market for the Shares, or (ii) at such time as there  
is a public market quoted without closing prices, the mean of the closing       
high bid and low asked on the relevant date, as reported on the principal       
market for the Shares, or (iii) at such time as there is no public market for   
the Shares, the value determined from time to time by the Board of Directors.   

 (q)  "Incentive Stock Option" or "ISO" means an option to purchase Shares
from Kingsley Coach, granted under this Plan, which is  designated as an        
Incentive Stock Option and is intended to meet the requirements of Section 422  
of the Code.                                                                    

  (r)  "Insider" shall mean an Eligible Person who is, on the relevant date,
an officer, director, or ten percent (10%) beneficial owner of the Company, as  
those terms are defined under Section 16 of the Exchange Act.                   

(s)  "Nonqualified Stock Option" or "NQSO" means the option to purchase 
Shares from Kingsley Coach, granted under this Plan, which is not intended to   
be an Incentive Stock Option.                                                   

 (t)  "Option" or "Stock Option" shall mean an Incentive Stock Option or a
Nonqualified Stock Option.                                                      

(u)  "Participant" means a person who holds an outstanding Award granted
under the Plan.                                                                 

  (v)  "Performance Share" shall mean an Award granted to an Eligible Person
pursuant to Article 8 herein.                                                   

(w) "Plan" means this 2000 Stock and Stock Option Plan.                 

(x)  "Restricted Stock" means an Award of Stock granted to an Eligible  
Person pursuant to Article 7 herein.                                            

(y) "Restriction Period" means the period during which  Shares of       
Restricted Stock are subject to restrictions or conditions under Article 7.     

 (z)  "Shares" or "Stock" means the shares of common stock of the Company.

(aa) "Subsidiary" shall mean any corporation in which the  Company owns 
directly, or indirectly through subsidiaries, more than fifty percent (50%) of  
the total combined voting power of all classes of Stock, or any other entity    
(including, but not limited to, partnerships and joint ventures) in which the   
Company owns more than fifty percent  (50%) of the combined equity thereof.     

Article 3. Administration                                                     

3.1  The Committee.   The Plan and all Awards  hereunder shall be       
administered by one or more Committees of the Board as may be appointed by the  
Board for this purpose.  The Board may appoint a Committee specifically         
responsible for Awards to Insiders (the "Disinterested Committee") where each   
Director on such Disinterested Committee is a "Non-Employee Director" (or any   
successor  designation for determining who may administer plans, transactions   
or awards exempt under Section 16(b) of the  Exchange Act), as that term is     
used in Rule 16b-3 under the  Exchange Act, as that rule may be modified from   
time to time.  If no specific Committee is appointed by the Board, then the     
Board in its entirety shall be the Committee.  Any Committee may be replaced    
by the Board at any time.                                                       

3.2  Authority of the Committee.  The Committee shall have full power,  
except as limited by law and subject to the provisions herein, to select the    
recipients of Awards; to determine the size and types of Awards; to determine   
the terms and conditions of such Awards in a manner consistent with the Plan; to
construe and interpret the Plan and any agreement or instrument entered into    
under the Plan; to establish, amend, or waive rules and regulations for the     
Plan's administration; and (subject to the provisions of Article 10 herein) to  
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the    
Plan.  Further, the Committee shall make all other determinations which may be  
necessary or advisable for the administration of the Plan.                      

The Committee shall determine which Awards are made pursuant to Rule 701
under the Securities Act of 1933, as amended.                                   

No Award  may be made under the Plan after September 30, 2010.          

All determinations and decisions made by the Committee pursuant to the  
provisions of the Plan and all related orders or resolutions of the Board shall 
be final, conclusive, and binding on all persons, including the Company, its    
stockholders, Eligible Persons, Participants, and their estates and             
beneficiaries.                                                                  

 Subject to the terms of this Plan, the Committee is authorized, and shall
not be limited in its discretion, to use any of the Performance Criteria        
specified herein in its determination of Awards under this Plan.                

Article 4. Shares Subject to the Plan                                           

4.1 Number of Shares.  Subject to adjustment as provided in Section 4.3 
herein, the number of Shares available for grant under the Plan shall not exceed
one million (1,000,000) Shares.  The Shares granted under this Plan may be      
either authorized but unissued or reacquired Shares.                            

   Without limiting the discretion of the Committee under this section, unless
otherwise provided by the Committee, the following rules will apply for purposes
of the determination of the number of Shares available for grant under the Plan 
or compliance with the foregoing limits:                                        

 (a)  The grant of a Stock Option or a Restricted Stock Award shall reduce
the Shares available for grant under the Plan by the number of Shares subject to
such Award.  However, to the extent the Participant uses previously owned       
Shares to pay the Exercise Price or any taxes, or Shares are withheld to pay    
taxes, these Shares shall be available for regrant under the Plan.              

  (b)  With respect to Performance Shares, the number of  Performance Shares
granted under the Plan shall be deducted from the number of Shares available for
grant under the Plan. The number of Performance Shares which cannot be, or are  
not, converted into Shares and distributed to the Participant (after any        
applicable tax withholding) following the end of the Performance Period shall   
increase the number of Shares available for regrant under the Plan by an equal  
amount.                                                                         

4.2 Lapsed Awards.  If any Award granted under this Plan is canceled,   
terminates, expires, or lapses for any reason, Shares subject to such Award     
shall be again available for the grant of an Award under the Plan.              

4.3 Adjustments in Authorized Plan Shares.  In the event of any merger, 
reorganization, consolidation, recapitalization, separation, liquidation, Stock 
dividend, split-up, Share combination, or other change in the corporate         
structure of the Company affecting the Shares, an adjustment shall be made in   
the number and class of Shares which may be delivered under the Plan, and in    
the number and class of and/or price of Shares subject to outstanding Awards    
granted under the Plan, and/or the number of outstanding Options, Shares of     
Restricted Stock, and Performance Shares constituting outstanding Awards, as    
may be determined to be appropriate and equitable by the Committee, in its      
sole discretion, to prevent dilution or enlargement of rights.                  

Article 5. Eligibility and Participation                                        

5.1  Eligibility.  All  Eligible Persons are eligible to participate in 
this Plan.                                                                      

5.2  Actual Participation.  Subject to the provisions of the Plan, the  
Committee may, from time to time, select from all Eligible Persons, those to    
whom Awards shall be granted and shall determine the nature and amount of       
each Award. No Eligible Person is entitled to receive an Award unless           
selected by the Committee.                                                      

Article 6. Stock Options                                                        

6.1  Grant of Options.  Subject to the terms and provisions of the Plan,
Options may be granted to Eligible Persons at any time and from time to time,   
and under such terms and conditions, as shall be determined by the Committee.   
The Committee shall have discretion in determining the number of Shares         
subject to Options granted to each Eligible Person.  The Committee may grant    
ISOs, NQSOs, or a combination thereof.  ISOs, however, may be granted only to   
Employees and only if this Plan is approved by the shareholders of the Company  
within one year after it is adopted by the Board of Directors.                  

 6.2  Form of Issuance.  Each Option grant may be issued in the form of an
Award Agreement and/or may be recorded on the books and records of the Company  
for the account of the Participant. If an Option is not issued in the form of an
Award Agreement, then the Option shall be deemed granted as determined by the   
Committee.  The terms and conditions of an Option shall be set forth in the     
Award Agreement, in the notice of the issuance of the grant, or in such other   
documents as the Committee shall determine.  Such terms and conditions shall    
include the Exercise Price, the duration of the Option, the number of Shares    
to which an Option pertains (unless otherwise provided by the Committee, each   
Option may be exercised to purchase one Share), and such other provisions as    
the Committee shall determine, including, but not limited to whether the        
Option is intended to be an ISO or a NQSO.                                      

6.3  Exercise Price.                                                    

(a)  Unless a greater Exercise Price is determined by the Committee, the
Exercise Price for each ISO awarded under this Plan shall be equal to one       
hundred percent (100%) of the Fair Market Value of a Share on the date the      
Option is granted.  If, however, the Eligible Person owns stock possessing      
more than ten percent (10%) of the total combined voting power of all classes   
of stock of the Company or of its parent or subsidiary corporations, then       
the Exercise Price of an ISO shall be not less than one hundred ten percent     
(110%) of the Fair Market Value of a Share on the date the Option is granted.   

(b) The Exercise Price of a NQSO shall be determined by the Committee in
its sole discretion.                                                            

6.4  Duration of Options.  Each Option shall expire at such time as the 
Committee shall determine at the time of grant (which duration may be extended  
by the Committee); provided, however, that no Option shall be exercisable later 
than the tenth (10th) anniversary date of its grant.  If, however, the Eligible 
Person owns stock possessing more than ten percent (10%) of the total combined  
voting power of all classes of stock of the Company or of its parent or         
subsidiary corporations, then no Option shall be exercisable later than the     
fifth (5th) anniversary date of its grant.                                      

 6.5  Vesting of Options.  Options shall vest at such times and under such
terms and conditions as determined by the Committee; provided, however, unless a
different vesting period is provided by the Committee at or before the grant of 
an Option, the Options will vest on the first anniversary of the grant.         

6.6  Exercise of Options.  Options granted under the Plan shall be      
exercisable at such times and be subject to such restrictions and conditions as 
the Committee shall in each instance approve, which need not be the same for    
each grant or for each Participant.                                             

Options shall be exercised by delivery of a written notice (including 
e-mail and telecopies) to the Secretary of the Company (or, if so provided by   
the Company, to its designated agent), which notice shall be irrevocable,       
setting forth the exact number of Shares with respect to which the Option is    
being exercised and including with such notice payment of the Exercise Price.   
When Options have been transferred, the Company or its designated agent may     
require appropriate documentation that the person or persons exercising the     
Option, if other than the Participant, has the right to exercise the Option.    
No Option may be exercised with respect to a fraction of a Share.               

6.7  Payment.  The Exercise Price shall be paid in full at the time of  
exercise.  No Shares shall be issued or transferred until full payment has been 
received therefor.                                                              

Payment may be made:                                                    

(a) in cash, or                                                         

  (b) unless otherwise provided by the Committee at any time, and subject to
such additional terms and conditions and/or  modifications as the Committee or  
the Company may impose  from time to time, and further subject to suspension or 
termination of this provision by the Committee or Company at  any time, by:     

          (i) delivery of Shares of Stock owned by the  Participant in
partial (if in partial payment, then  together with cash) or full payment (if a 
fractional  Share remains after payment of the Exercise Price in  full by       
previously owned Shares, then the fractional Share shall be withheld for taxes);
provided, however,  as a condition to paying any part of the Exercise Price in  
Stock, at the time of exercise of the Option, the  Participant must establish to
the satisfaction of the  Company that the Stock tendered to the Company has been
held by the Participant for a minimum of six  (6) months preceding the tender;  
or                                                                              

(ii) if the Company has designated a stockbroker to act as the Company's
agent to process Option  exercises, issuance of an exercise notice together     
with  instructions to such stockbroker irrevocably instructing the stockbroker: 
(A) to immediately sell a sufficient portion of the Shares to pay the Exercise  
Price of the Options being exercised and the required tax withholding, and (B)  
to deliver on the settlement date the portion of the proceeds of the sale equal 
to the Exercise Price and tax withholding to the Company.  In the event the     
stockbroker sells any Shares on behalf of a Participant, the stockbroker shall  
be acting solely as the agent of the Participant, and the Company disclaims any 
responsibility for the actions of the stockbroker in making any such sales.     
No Stock shall be issued until the settlement date and until the proceeds       
(equal to the Option Price and tax withholding) are paid to the Company.        

 If  payment is made by the delivery of Shares of Stock,  the value of the
Shares delivered shall be equal to the Fair  Market Value of the Shares on the  
day preceding the date of exercise of the Option.                               

6.8  Termination of Employment.  Unless otherwise provided by the       
Committee, the following limitations on exercise of Options shall apply upon    
termination of Employment:                                                      

 (a) Termination by Death or Disability.  In the event the Employment of a
Participant shall terminate by reason of death or Disability, all outstanding   
Options granted to that Participant shall immediately vest as of the date of    
termination of Employment and may be exercised, if at all, no more than three   
(3) years from the date of the termination of Employment, unless the Options,   
by their terms, expire earlier.                                                 

(b)  Termination for Cause.  If the Employment of a Participant shall be
terminated by the Company for Cause, all outstanding Options held by the        
Participant shall immediately be forfeited to the Company and no additional     
exercise period shall be allowed, regardless of the vested status of the        
Options.                                                                        

 (c)  Retirement or Other Termination of Employment.  If the Employment of
a Participant shall terminate for any reason other than the reasons set forth in
(a) or (b) above, all outstanding Options which are vested as of the effective  
date of termination of Employment may be exercised, if at all, no more than     
thirty (30) days from the date of termination of Employment, unless the         
Options, by their  terms, expire earlier.  In the event of the death of the     
Participant after termination of Employment, this paragraph (c) shall still     
apply and not paragraph (a), above.                                             

(d)  Options not Vested at Termination.  Except as provided in paragraph
(a) above, all Options held by the Participant which are not vested on or       
before the effective date of termination of Employment shall immediately be     
forfeited to the Company (and shall once again become available for grant       
under the Plan).                                                                

(e)  Notwithstanding the foregoing, the Committee may, in its  sole     
discretion, establish different terms and conditions  pertaining to the effect  
of termination of Employment, but no such modification shall shorten the terms  
of Options issued prior to such modification.                                   

6.9  Restrictions on Exercise and Transfer of Options.  Unless otherwise
provided by the Committee:                                                      

  (a)  During the Participant's lifetime, the Participant's Options shall be
exercisable only by the Participant or by the Participant's guardian or legal   
representative.  After the death of the Participant, an Option shall only be    
exercised by the holder thereof (including, but not limited to, an executor or  
administrator  of a decedent's estate) or his  guardian or legal representative.

(b)  No Option shall be transferable except: (i) in the case of the     
Participant, only upon the Participant's death; and (ii) in the case of any     
holder after the  Participant's death, only by will or by the laws of descent   
and distribution.                                                               

6.10  Competition.  Notwithstanding anything in this Article 6 to the   
contrary,  in the event the Committee determines, in its sole discretion, that a
Participant is engaging in activity competitive with the Company, any           
Subsidiary, or any business in which any of the foregoing have a substantial    
interest (the "Kingsley Coach Businesses"), the Committee may cancel any        
Option granted to such Participant, whether or not vested, in whole or in       
part.  Such cancellation shall be effective as of the date specified by the     
Committee.  Competitive activity shall mean any business or activity if a       
substantially similar business activity is being carried on by a Kingsley       
Coach Business, including, but not limited to, representing or providing        
consulting services to any person or entity that is engaged in competition      
with a Kingsley Coach Business or that takes a position adverse to a Kingsley   
Coach Business.  However, competitive activity shall not include, among other   
things, owning a nonsubstantial interest as a shareholder in a competing        
business.                                                                       

Article 7. Restricted Stock                                                     

   7.1  Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Shares of     
Restricted Stock to Eligible Persons in such amounts and upon such terms and    
conditions as the Committee shall determine.  In addition to any other terms and
conditions imposed by the Committee, vesting of Restricted Stock may be         
conditioned upon the attainment of Performance Goals based on Performance       
Criteria in the same manner as provided in Section 8.3, herein with respect to  
Performance Shares.                                                             

   7.2  Restricted Stock Agreement.  The Committee may require, as a condition
to an Award, that a recipient of a Restricted Stock Award enter into a          
Restricted Stock Award Agreement, setting forth the terms and conditions of     
the Award.  In lieu of a Restricted Stock Award Agreement, the Committee may    
provide the terms and conditions of an Award in a notice to the Participant     
of the Award, on the Stock certificate representing the Restricted Stock, in the
resolution approving the Award, or in such other manner as it deems             
appropriate.                                                                    

  7.3  Transferability.  Except as otherwise provided in this Article 7, the
Shares of Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable
Restriction Period established by the Committee, if any.                        

7.4  Other Restrictions.  The Committee may impose such other conditions
and/or restrictions on any Shares of Restricted Stock granted pursuant to the   
Plan as it may deem advisable including, without limitation, a requirement that 
Participants pay a stipulated purchase price for each Share of Restricted Stock 
and/or restrictions under applicable Federal or state securities laws; and may  
legend the certificates representing Restricted Stock to give appropriate notice
of such restrictions.                                                           

The Company shall also have the right to retain the certificates        
representing Shares of Restricted Stock in the Company's possession until such  
time as all conditions and/or restrictions applicable to such Shares have been  
satisfied.                                                                      

   7.5  Removal of Restrictions.  Except as otherwise provided in this Article
7, Shares of Restricted Stock covered by each Restricted Stock grant made under 
the Plan shall become freely transferable by the Participant after the last day 
of the Restriction Period and completion of all conditions to vesting, if any.  
However, unless otherwise provided by the Committee, the Committee, in its sole 
discretion, shall have the right to immediately waive all or part of the        
restrictions and conditions with regard to all or part of the Shares held by any
Participant at any time.                                                        

7.6  Voting Rights, Dividends and Other Distributions. During the       
Restriction Period, Participants holding Shares of Restricted Stock granted     
hereunder may exercise full voting rights and shall receive all regular cash    
dividends paid with respect to such Shares.  Except as provided in the following
sentence, in the sole discretion of the Committee, other cash dividends and     
other distributions paid to Participants with respect to Shares of Restricted   
Stock may be subject to the same restrictions and conditions as the Shares of   
Restricted Stock with respect to which they were paid.  If any such dividends   
or distributions are paid in Shares, the Shares shall be subject to the same    
restrictions and conditions as the Shares of Restricted Stock with respect to   
which they were paid.                                                           

7.7  Termination of Employment Due to Death or Disability.  In the event
the Employment of a Participant shall terminate by reason of death or           
Disability, unless otherwise provided by the Committee prior to or at the       
time of the Award, all Restriction Periods and all restrictions imposed on      
outstanding Shares of Restricted Stock held by the Participant shall            
immediately lapse and the Restricted Stock shall immediately become fully       
vested as of the date of termination of Employment.                             

 7.8  Termination of Employment for Other Reasons.  If the Employment of a
Participant shall terminate for any reason other than those specifically set    
forth in Section 7.7 herein, all Shares of Restricted Stock held by the         
Participant which are not vested as of the effective date of termination of     
Employment immediately shall be forfeited and returned to the Company.          

Article 8.  Performance Shares                                                  

 8.1  Grants of Performance Shares.   A Performance Share is equivalent in
value to a Share of Stock.  Subject to the terms of the Plan, Performance       
Shares  may be granted to  Eligible Persons at any time and from time to        
time, as determined by the Committee.  The Committee shall have complete        
discretion in determining the number of Performance Shares awarded to each      
Participant.                                                                    

  8.2  Performance Period.  The Performance Period for Performance Shares is
the period over which the Performance Goals are measured.  The Performance      
Period is set by the Committee for each Award; however, in no event shall an    
Award have a Performance Period of less than six months.                        

8.3  Performance Goals.  For each Award of Performance Shares, the      
Committee shall establish performance objectives ("Performance Goals") for the  
Company, its Subsidiaries, and/or divisions of any of foregoing, based on the   
Performance Criteria and other factors set forth below.  Performance Goals shall
include payout tables, formulas or other standards to be used in determining the
extent to which the Performance Goals are met, and, if met, the number of       
Performance Shares distributed to Participants in accordance with Section 8.5.  
All Performance Shares which may not be converted under the Performance Goals or
which are reduced by the Committee under Section 8.5 or which may not be        
converted for any other reason after the end of the Performance Period shall be 
canceled at the time they would otherwise be distributable.  When the Committee 
desires an Award to qualify under Section 162(m) of the Code, as amended, the   
Committee shall establish the Performance Goals for the respective Performance  
Shares prior to or within 90 days of the beginning of the service relating to   
such Performance Goal, and not later than after 25% of such period of service   
has elapsed.  For all other Awards, the Performance Goals must be established   
before the end of the respective Performance Period.                            

  (a)  The Performance Criteria which the Committee is authorized to use, in
its sole discretion, are any of the  following criteria or any combination      
thereof:                                                                        

 (1)  Financial performance of the Company (on a consolidated basis), of
     one or more of its  Subsidiaries, and/or a division of any of the
     foregoing.  Such financial performance may be based on net income
and/or Value Added (after-tax cash operating profit less    
depreciation and less a capital charge).                    

    2. Service performance of the Company (on a consolidated basis), of one or
more of its Subsidiaries, and/or of a division of any of the    
foregoing.  Such service performance may be based upon measured 
customer perceptions of service quality.                        

3. The Company's  Stock price; return on shareholders' equity;  total 
     shareholder return (Stock price appreciation plus dividends, assuming
the  reinvestment of dividends); and/or earnings per share.     

  4. With respect to the Company (on a consolidated basis), to one or more
   of its Subsidiaries, and/or to a  division of any of the foregoing:
 sales, costs, market share of a product or service, return on net
  assets, return on assets, return on capital, profit margin, and/or
operating revenues, expenses or earnings.                       

  5. Completion of an engineering or development project as defined in the
Award Agreement.                                                

   (b)  Except to the extent otherwise provided by the  Committee in full or
in part, if any of the following events occur during a Performance Period and   
would directly affect  the determination of whether or the extent to which      
Performance Goals are met, they shall be disregarded in any  such computation:  
changes in accounting principles;   extraordinary items; changes in tax laws    
affecting net  income and/or Value Added; natural disasters, including  floods, 
hurricanes, and earthquakes; and intentionally  inflicted damage to property    
which directly or indirectly  damages the property of the Company or its        
Subsidiaries.  No  such adjustment shall be made to the extent such adjustment  
would cause the Performance Shares to  fail to satisfy the performance-based    
exemption of Section 162(m) of the Code.                                        

8.4  Dividend Equivalents on Performance Shares.  Unless reduced or   
eliminated by the Committee, a cash payment in an amount equal to the dividend  
payable on one Share will be made  to each Participant for each Performance     
Share which on the record date for the dividend had been awarded to the         
Participant and not converted, distributed or canceled.                         

8.5  Form and Timing of Payment of Performance Shares.  As soon as    
practicable after the applicable Performance Period has ended and all other     
conditions (other than Committee actions) to conversion and distribution of a   
Performance Share Award have been satisfied (or, if applicable, at such other   
time determined by the Committee at or before the establishment of the          
Performance Goals for such Performance Period), the Committee shall determine   
whether and the extent to which the Performance Goals were met for the          
applicable Performance Shares.  If Performance Goals have been met, then the    
number of Performance Shares to be converted into Stock and distributed to the  
Participants shall be determined in accordance with the Performance Goals for   
such Awards, subject to any limits imposed by the Committee.  Conversion of     
Performance Shares shall occur as soon as reasonably administratively possible  
following the determination of the number of Shares to which the Participant    
is entitled.  At any time prior to the distribution of the Performance          
Shares, unless otherwise provided by the Committee, the Committee shall have    
the authority to reduce or eliminate the number of Performance Shares to be     
converted.                                                                      

8.6  Termination of Employment Due to Death or Disability.   Unless   
otherwise provided by the Committee prior to or at the time of an Award, if the 
Employment of a Participant shall terminate by reason of death or Disability,   
the Participant shall receive a distribution of all outstanding Performance     
Shares calculated as if all unfinished Performance Periods had ended with 100%  
of the Performance Goals achieved, payable in the year following the date of    
termination of Employment.                                                      

    8.7  Termination of Employment for Other Reasons.  If  the Employment of a
Participant shall terminate for other than a reason set forth in Section 8.6    
(and other than for Cause), the number of Performance Shares to be converted    
and distributed shall be converted and distributed based upon the achievement   
of the Performance Goals and in accordance with all other terms of the Award    
and the Plan; however, the Participant may receive no more than a prorated      
payout of all Performance Shares, based on the portions of the respective       
Performance Periods that have been completed.                                   

8.8  Termination of Employment for Cause.  In the event that a        
Participant's Employment shall be terminated by the Company for Cause, all      
Performance Shares shall be forfeited by the Participant to the Company.        

    8.9  Nontransferability.  Performance Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
laws of intestacy.                                                              

Article 9.   Employee Matters                                                   

   9.1  Employment Not Guaranteed.  Nothing in the Plan shall interfere with
or limit in any way the right of the Company or any Subsidiary to terminate any 
Participant's Employment at any time, nor confer upon any Participant any right 
to continue in the employ of the Company or one of its Subsidiaries.            

     9.2  Participation.  No Eligible Person shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.                                                      

9.3  Claims and Appeals.  Any claim under the Plan by a Participant or
anyone claiming through a Participant shall be presented to the Committee. Any  
person whose claim under the Plan has been denied may, within sixty (60) days   
after receipt of notice of denial, submit to the Committee a written request for
review of the decision denying the claim. The Committee shall determine         
conclusively for all parties all questions arising in the administration of the 
Plan.                                                                           

Article 10. Amendment, Modification, and Termination                            

 10.1  Amendment, Modification, and Termination.  The Board of Directors
alone shall have the right to alter, amend or revoke the Plan or any part       
thereof at any time and from time to time, provided, however, that the Board    
of Directors may not, without the approval of the holders of a majority of the  
voting Shares, make any alteration or amendment to the Plan which changes the   
aggregate number of shares of Common Stock which may be issued under the Plan,  
extend the term of the Plan, or change the employees or class of employees      
eligible to receive Awards thereunder. The Board may at any time suspend or     
terminate the Plan in whole or in part.                                         

10.2  Awards Previously Granted.  No termination, amendment, or       
modification of the Plan shall adversely affect in any material way any Award   
previously granted under the Plan, without the written consent of the           
Participant holding such Award.                                                 

Article 11. Change in Control                                                   

Upon the occurrence of a Change in Control:                           

    (a)  Any and all Options granted hereunder immediately shall become vested
and exercisable;                                                                

 (b)  Any Restriction Periods and all restrictions imposed on Restricted
Shares shall lapse and they shall immediately  become fully vested;             

(c)  The 100% Performance Goal for all Performance Shares relating to 
incomplete Performance  Periods shall be deemed to have been fully achieved and 
shall be converted and distributed in accordance with all other terms of the    
Award and this Plan; provided, however, notwithstanding anything to the         
contrary in this Plan, no outstanding Performance Share may be reduced.         

Article 12. Withholding                                                         

12.1  Tax Withholding.  The Company shall deduct or withhold an amount
sufficient to satisfy Federal, state, and local taxes (including the            
Participant's employment tax obligations) required by law to be withheld with   
respect to any taxable event arising or as a result of this Plan ("Withholding  
Taxes").                                                                        

 12.2  Share Withholding.  With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, upon   
the distribution of Performance Shares in the form of Stock, or upon any other  
taxable event hereunder involving the transfer of Stock to a Participant, the   
Company shall withhold Stock having a Fair Market Value on the date the tax is  
to be determined in an amount equal to the Withholding Taxes on such Stock. Any 
fractional Share remaining after the withholding shall be withheld as additional
Federal withholding.                                                            

  Unless otherwise determined by the Committee, when the method of payment
for the Exercise Price is from the sale by a stockbroker, pursuant to Section   
6.7(b)(ii), herein, of the Stock acquired through the Option exercise, then the 
tax withholding shall be satisfied out of the proceeds.  For administrative     
purposes in determining the amount of taxes due, the sale price of such Stock   
shall be deemed to be the Fair Market Value of the Stock.                       

    Prior to the end of any Performance Period a Participant may elect to have
a greater amount of Stock withheld from the distribution of Performance Shares  
to pay withholding taxes; provided, however, the Committee may prohibit or limit
any individual election or all such elections at any time.                      

   12.3 Payment In Lieu of Share Withholding.  In any situation in which the
Company would be required to withhold Stock pursuant to Sec 12.2 above, the     
Participant may, in lieu of all or part of such withholding, remit to the       
Company an amount in cash sufficient to satisfy the federal, state and local    
withholding tax requirements or may direct the Company to withhold from other   
amounts payable to the Participant, including salary.                           

Article 13. Successors                                                          

All obligations of the Company under the Plan, with respect to Awards 
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,     
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.                                                   

Article 14. Legal Construction                                                  

   14.1  Severability.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.                      

14.2  Requirements of Law.  The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and       
regulations, and to such approvals by any governmental agencies or national     
securities exchanges as may be required.                                        

  14.3  Securities Law Compliance.  With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule   
16b-3 or its successors under the Exchange Act.  To the extent any provision of 
the plan or action by the Committee fails to comply with a condition of Rule    
16b-3 or its successors, it shall not apply to the Insiders or transactions     
thereby.                                                                        

     14.4  Governing Law.  To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Delaware.                                           

*      *       *       *       *       *       *       *       *       *    

                                          EXHIBIT 23-a

November 8, 2001                                                                

United States Securities and Exchange Commission                                
450 5th Street, N.W.                                                            
Washington, D.C.  20549                                                         

Re:  Consent to be named in the Form SB-2/A Registration Statement of The       
Kingsley Coach, Inc., a Delaware corporation (the Registrant)         

Ladies and Gentlemen:                                                           

We hereby consent to the use of our report for the year ended June 30,
2001 and the six months ended June 30, 2000, dated August 3, 2001, in the       
above referenced Registration Statement.  We also consent to the use of our     
name as experts in such Registration Statement.                                 

Sincerely,                                                                      

/s/ Mantyla McReynolds                                                          
Mantyla McReynolds                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
		9/30/10		4
		6/30/05		4					10KSB,  NT 10-K
		2/28/05		4
		12/31/04		4					10QSB
		12/15/02		4
Filed on:		11/8/01		1		4
		11/7/01		4
		10/26/01		4					8-K
		9/30/01		4					10QSB,  NT 10-Q
		9/24/01		4
		9/10/01		4
		8/30/01		4
		8/3/01		4
		7/31/01		1
		7/23/01		4					SB-2
		7/19/01		1
		7/3/01		4
		7/2/01		4
		7/1/01		4
		6/30/01		4					10KSB
		5/1/01		4
		3/31/01		4					10QSB,  10QSB/A
		3/1/01		4
		2/28/01		4
		1/26/01		4
		12/31/00		4					10QSB
		10/1/00		4
		9/30/00		4					10QSB,  NT 10-Q
		9/24/00		4
		8/1/00		4
		7/16/00		4
		7/1/00		4
		6/30/00		4					10KSB,  10KSB/A,  NT 10-K
		3/31/00		4					10QSB,  NT 10-K,  NT 10-Q
		3/1/00		4
		2/29/00		4
		1/6/00		4
		1/1/00		4
		12/31/99		4					10KSB,  NT 10-K
		12/28/99		4
		12/13/99		4
		11/2/99		4
		11/1/99		4
		9/30/99		4					10QSB,  10QSB/A
		9/17/99		4
		8/16/99		4
		7/1/99		4
		6/30/99		4					10QSB,  10QSB/A,  NT 10-Q
		5/7/99		4
		3/31/99		4					10QSB,  10QSB/A,  NT 10-Q
		3/1/99		4
		1/1/99		4
		12/31/98		4					10KSB,  10KSB/A,  DEF 14C,  NT 10-K
		12/18/98		4
		9/10/98		4
		5/1/98		4
		4/1/93		4
									List all Filings