WARRENSBURG ENTERPRISES, INC.



                          FILING TYPE:     10QSB
                          DESCRIPTION:     QUARTERLY  REPORT
                          FILING DATE:     MAY  14,  2001
                          PERIOD  END:     MARCH  31,  2001


                    PRIMARY  EXCHANGE:     N/A
                               TICKER:     N/A



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                                    TABLE OF CONTENTS



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             To jump to a section, double-click on the section name.

                                      10QSB


PART  I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
ITEM  1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
INCOME  STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .  3
TABLE 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
CASH  FLOW  STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .  5
ITEM  2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
PART  II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
ITEM  1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
ITEM  2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
ITEM  3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
ITEM  4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
ITEM  5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
ITEM  6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9


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

                                   Form  10-QSB

                QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
                     OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

For  the  quarter  ended  March  31, 2001
Commission  file  no.  0-28835


                          Warrensburg Enterprises, Inc.
          -----------------------------------------------------------------
                 (Name  of  Small  Business  Issuer  in  its  Charter)

         Florida                                              65-0963962
------------------------------------                    ------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

22154  Martella  Avenue
Boca  Raton,  Florida                                               33433
-------------------------------------                   ------------------------
(Address of principal executive offices)                        (Zip Code)


Issuer's  telephone  number:  (561)  451-9674

Securities  to  be  registered  under  Section  12(b)  of  the  Act:


     Title  of  each  class                          Name  of  each exchange
                                                       on which registered

          None                                               None
--------------------------                        -----------------------------

Securities  to  be  registered  under  Section  12(g)  of  the  Act:

                    Common  Stock,  $.001  par  value  per  share
            --------------------------------------------------------
                                (Title  of  class)



     Indicate by Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and  (2)  has  been  subject  to  such filing requirements for the past 90 days.

              Yes    X                No
                    ---                    ---

     As of March 31, 2001, there are 1,000,000 shares of voting stock of the
registrant  issued  and  outstanding.


<PAGE>
                                     PART  I

Item  1.                     Financial  Statements


WARRENSBURG  ENTERPRISES,  INC.
TABLE  OF  CONTENTS


                                                               Page

Balance  Sheet                                                 F-2

Statement  of  Operations  and  Accumulated  Deficit           F-3

Statement  of  Changes  in  Stockholders'  Equity              F-4

Statement  of  Cash  Flows                                     F-5

Notes  to  Financial  Statements                               F-6


                                       F-1
<PAGE>
WARRENSBURG ENTERPRISES, INC.
(A Development Stage Company)

BALANCE SHEET


March 31,                                                                2001
--------------------------------------------------------------  --------------

ASSETS

Current assets:
    Cash                                                           $      150

Intangible assets:
    Organizational costs
    (Less accumulated depreciation)                                     4,559
--------------------------------------------------------------  --------------

TOTAL CURRENT ASSETS                                                    4,709
--------------------------------------------------------------  --------------



LIABILITIES

Current Liabilities:
    Accrued expenses                                               $      150
--------------------------------------------------------------  --------------

TOTAL CURRENT LIABILITIES                                                   -
--------------------------------------------------------------  --------------

STOCKHOLDERS' EQUITY

Common stock - $.001 par value - 10,000,000 shares authorized
      1,000,000 shares issued and outstanding                           1,000
Preferred stock - no par value - 10,000,000 shares authorized
     No shares issued or outstanding                                        -
               Additional paid-in-capital                               7,379
               Accumulated deficit                                     (3,820)
--------------------------------------------------------------- --------------

TOTAL STOCKHOLDERS' EQUITY                                              3,559
--------------------------------------------------------------- --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $    4,709
--------------------------------------------------------------- --------------


     The accompanying notes are an integral part of the Financial Statements


                                       F-2
<PAGE>
WARRENSBURG ENTERPRISES, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT


For the period January 1, 2001  to March  31, 2001
--------------------------------------------------------------  ---------------

Revenues                                                        $            -
--------------------------------------------------------------  ---------------

Operating expenses:
    Amortization                                                $          304
    Legal and accounting                                                 1,000
    Office supplies                                                         74
      Net loss for period                                               (1,378)
--------------------------------------------------------------  ---------------

Loss before income taxes                                                (1,378)
--------------------------------------------------------------  ---------------
Income  taxes                                                                -
--------------------------------------------------------------  ---------------

Net loss                                                                (1,378)
--------------------------------------------------------------  ---------------

Accumulated deficit - March  31, 2001                           $       (4,820)
--------------------------------------------------------------  ---------------

Net loss per share                                              $       (0.005)
--------------------------------------------------------------  ---------------


     The accompanying notes are an integral part of the Financial Statements


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
WARRENSBURG ENTERPRISES, INC.
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



For the period Janusry 1, 2001 to March 31, 2001
------------------------------------------------------------------------------


                                                                         Additional
                                    Number of        Preferred  Common   Paid - In   Accumulated
                                    Shares           Stock      Stock    Capital     Deficit      Total
----------------------------------  ---------------  ---------  -------  ----------  -----------  -----------
<S>                                 <C>              <C>        <C>      <C>         <C>          <C>
Balance - December 31, 2000           1,000,000                  1,000        6,274      (3,442)       3,832
Issuance of Common Stock:                         -          -        -       1,105           -        1,105

Net Loss                                          -          -        -           -      (1,378)      (1,378)
----------------------------------  ---------------  ---------  -------  ----------  -----------  -----------

                                                  -  $       -  $1,000    $   7,379  $   (4,820)  $    3,559
----------------------------------  ---------------  ---------  -------  ----------  -----------  -----------
</TABLE>


     The accompanying notes are an integral part of the Financial Statements


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
WARRENSBURG ENTERPRISES, INC.
(A Development Stage Company)

Statement of Cash Flows


For the period January 1, 2001  to  March 31,2001
------------------------------------------------------------------  --------------
<S>                                                                 <C>
Operating Activities:
        Net loss                                                    $      (1,378)
     Adjustments to reconcile net loss to net cash
         used by operating activities:
             Increase in:
                 Issuance of common stock for services                          -

------------------------------------------------------------------  --------------
Net cash used by operating activities                                      (1,378)
------------------------------------------------------------------  --------------

Financing activities:
     Issuance of Common Stock                                                   -
------------------------------------------------------------------  --------------

Net cash provided by financing activities                                     150
------------------------------------------------------------------  --------------

Net increase in cash                                                          150
------------------------------------------------------------------  --------------

 Cash March 31, 2001                                                $         150
------------------------------------------------------------------  --------------
</TABLE>


     The accompanying notes are an integral part of the Financial Statements


                                       F-5
<PAGE>
Warrensburg  Enterprises,  Inc.
Notes  to  Financial  Statements

Note  A  -  Summary  of  Significant  Accounting  Policies:

Organization

Warrensburg  Enterprises,  Inc.  (a  development  stage  company)  is  a Florida
Corporation  incorporated  on  December  6,  1999.

The Company  conducts  business  from its  headquarters  in Boca Raton,  FL. The
Company has not yet engaged in its expected  operations.  The future  operations
will  be  to  merge  with  or  acquire  an  existing  company.

The Company is in the  development  stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business.  While the
Company  is  negotiating  with  prospective  personnel  and  potential  customer
distribution  channels,  there is no assurance that any benefit will result from
such activities.  The Company will not receive any operating  revenues until the
commencement  of  operations,  but  will  continue to incur expenses until then.

Accounting  Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting.  The  Company  has  elected  a  December 31  year  end.

Start  -  Up  Costs

Start  -  up  and  organization  costs  are  being  expensed  as  incurred.

Loss  Per  Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average  number  of  shares outstanding at the date of the financial statements.

Use  of  Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could  differ  from  those  estimates.


Note  B  -  Stockholders'  Equity:

The  Company has authorized  10,000,000  shares of $.001 par value common stock.
On  December 6, 1999,  the company  authorized  and issued  1,000,000  shares of
restricted  common  stock  and approximately forty-three investors for $1,000 in
cash.

Interim  Financial  Statements

The  March  31, 2001 interim financial statements include all adjustments, which
in  the  opinion  of  management  are  necessary  in order to make the financial
statements  not  misleading.


                                       F-6
<PAGE>
Note  C  -  Income  Taxes:

The Company has a net operating  loss carry forward of $4,820 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2020.

The  amount  recorded as deferred tax assets, cumulative, as of March 31,2001 is
$150,  which  represents the amounts of tax benefits of loss carry-forwards. The
Company  has  established  a  valuation allowance for this deferred tax asset of
$150,  as  the  Company  has  no  history  of  profitable  operations.

Note  D  -  Going  Concern:

As  shown  in  the accompanying financial statements, the Company incurred a net
loss of $4,820 from December 6, 1999 (date of inception) through March 31, 2001.
The  ability  of  the  Company  to continue as a going concern is dependent upon
commencing  operations  and  obtaining  additional  capital  and  financing. The
financial  statements  do not include any adjustments that might be necessary if
the  Company  is unable to continue as a going concern. The Company is currently
seeking  a  merger  partner or an acquisition candidate to allow it to begin its
planned  operations.

Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

General

          The  Company  is  considered  a development stage company with limited
assets  or  capital,  and  with  no operations or income. The costs and expenses
associated  with  the  preparation and filing of this registration statement and
other  operations  of  the  Company  have  been  paid  for  by  a  shareholder,
specifically Shelley Goldstein. Shelley Goldstein has agreed to pay future costs
associated  with filing future reports under Exchange Act of 1934 if the Company
is unable to do so. It is anticipated that the Company will require only nominal
capital  to  maintain  the corporate viability of the Company and any additional
needed funds will most likely be provided by the Company's existing shareholders
or  its  sole officer and director in the immediate future. Current shareholders
have  not  agreed  upon  the  terms  and conditions of future financing and such
undertaking  will  be  subject  to  future  negotiations, except for the express
commitment  of  Shelley  Goldstein to fund required 34 Act filings. Repayment of
any  such funding will also be subject to such negotiations. However, unless the
Company  is  able  to  facilitate  an acquisition of or merger with an operating
business  or  is  able  to  obtain  significant  outside  financing,  there  is
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.

          Management  plans may but do not  currently  provide  for  experts  to
secure a  successful  acquisition  or merger  partner so that it will be able to
continue  as a going  concern.  In the  event  such  efforts  are  unsuccessful,
contingent  plans have been arranged to provide that the current Director of the
Company  is to fund  required  future  filings  under the 34 Act,  and  existing
shareholders  have  expressed an interest in additional  funding if necessary to
continue  the  Company  as  a  going  concern.

Plan  of  Operation

         During the next twelve  months,  the Company will actively seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined  in Item 1 above.  Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue  expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition  that the target  company must repay funds  advanced by its officers
and  directors.  Management  intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible.  Further, the Company's directors
will defer any  compensation  until such time as an acquisition or merger can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. As of the date hereof,  the Company has not
made any  arrangements  or  definitive  agreements  to use  outside  advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital  most  likely the only  method  available  to the  Company  would be the
private  sale of its  securities.  Because  of the  nature of the  Company  as a
development  stage  company,  it is unlikely that it could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding,  if available,  can
be  obtained  on  terms  acceptable  to  the  Company.

         The Company  does not intend to use any  employees,  with the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities  during  the  next  twelve  months.

Forward-Looking  Statements

         This Form  10-QSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition  candidates,  expansion and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.


                                       F-7
<PAGE>
PART  II

Item  1.  Legal  Proceedings.

         The Company is currently not a party to any pending  legal  proceedings
and no such action by, or to the best of its knowledge,  against the Company has
been  threatened.

Item  2.  Changes  in  Securities  and  Use  of  Proceeds

         None

Item  3.  Defaults  in  Senior  Securities

         None


                                       F-8
<PAGE>
Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.

     No  matter  was submitted during the quarter ending March 31, 2001, covered
by this report to a vote of the Company's shareholders, through the solicitation
of  proxies  or  otherwise.

Item  5.  Other  Information

         None

Item  6.  Exhibits  and  Reports  on  Form  8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference,  as  follows:


                                       F-9
<PAGE>
Exhibit No.    Description
-----------    ----------------------------------------------------

3(i).1         Articles  of  Incorporation  filed  December  6,  1999

3(ii).1        By-laws

----------------

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form  10-SB.

*    Filed  herewith

    (b) No Reports on Form 8-K were filed during the quarter ended March 31,
2001


<PAGE>
                                   Signatures

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

                      Provence  Capital  Corporation,  Inc.
                               (Registrant)

          Date: May 14, 2001             BY:  /s/  Shelley  Goldstein
                                         -----------------------------------
                                         Shelley  Goldstein,  President

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

    Date                Signature                          Title
  -------               ---------------------------        -------------

May 14, 2001            BY:  /s/  Shelley  Goldstein
                        -------------------------------    President, Secretary,
                             Shelley  Goldstein            Treasurer,  Director


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