# U.S.
SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

# FORM 10-QSB

| | [ X ] | QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----- | ---------------------------------------------------------------------------------------

For
the quarterly period ended June 30, 2002

| | [     ] | TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ------- | ----------------------------------------------------------------------------------------

For the transition period from

Commission File No. 000-28835

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)

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

(Former name, address and fiscal year, if changed since last report)

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

|Title  of  each  class
None | Name  of  each exchange
on which registeredNone
|--------------------------- | -----------------------------------------------

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

Common Stock, $.001 par value per share

---

Check whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that the
issuer 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 June 30, 2002 there are 1,000,000 shares of
voting stock of the registrant issued and outstanding.

---

WARRENSBURG ENTERPRISES, INC.
FINANCIAL STATEMENTSINDEX

|                                                                          | Page
|------------------------------------------------------------------------- | ----
|Part
      I-- FINANCIAL INFORMATION                                      |     
|Item
      1. Financial Statements                                        |     
|Statements
      of Income:                                               |     
|Six
      Months Ended June 30, 2002                                      |     
|Six
      Months Ended June 30, 2002                                      |     
|Balance
      Sheet                                                       |     
|Statement
      of Cash Flows                                             |     
|Notes
      to Financial Statements                                       |     
|Item
      2. Management's Discussion and Analysis of Financial Condition |     
|Part
      II-- OTHER INFORMATION                                         |     
|Item
      1. Legal Proceedings                                           |     
|Item
      2. Changes in Securities                                       |     
|Item
      3. Defaults Upon Senior Securities                             |     
|Item
      4. Submission of Matters to a Vote of Security Holders         |     
|Item
      5. Other Information                                           |     
|Item
      6. Exhibits and Reports on Form 8-K                            |     
|Signature                                                                 |     
|                                                                          |     

---

Item 1.     Financial
Information

## BASIS OF PRESENTATION

The accompanying reviewed
financial statements are
presented in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-QSB and item 310
under subpart A of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal occurring accruals) considered necessary in order to
make the financial statements not misleading, have been included. Operating
results for the six months ended June 30, 2002 are not necessarily indicative
of results that may be expected for the year ending December 31, 2002. The
financial statements are presented on the accrual basis.

WARRENSBURG ENTERPRISES, INC.
FINANCIAL STATEMENTSTABLE 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

---

`WARRENSBURG ENTERPRISES, INC.
(A Development Stage Company)

BALANCE SHEET


JUNE 30,                                                               2002
---------------------------------------------------------------  --------------

ASSETS

Current assets:
    Cash                                                        $          45

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

TOTAL CURRENT ASSETS                                                       45
---------------------------------------------------------------  --------------


LIABILITIES

Current Liabilities:
    Accrued expenses                                            $           0
---------------------------------------------------------------  --------------

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

STOCKHOLDERS' EQUITY

Common stock - $.001 par value - 10,000,000 shares authorized
      1,000,000 shares issued and outstanding                           8,274

               Accumulated deficit                                     (8,229)
---------------------------------------------------------------- --------------

TOTAL STOCKHOLDERS' EQUITY                                                 45
---------------------------------------------------------------- --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $          45
---------------------------------------------------------------- --------------


     The accompanying notes are an integral part of the Financial Statements


                                       F-2



WARRENSBURG ENTERPRISES, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT


For the period April 1, 2002 to June 30, 2002
---------------------------------------------------------------  ---------------

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

Operating expenses:                                                          -
---------------------------------------------------------------  ---------------

Net loss                                                                     -
---------------------------------------------------------------  ---------------

Net loss per share                                              $       (0.000)
---------------------------------------------------------------  ---------------
Weighted average number of shares outstanding during the
Period-basic and diluted.                                             1,000,000
---------------------------------------------------------------  ---------------


     The accompanying notes are an integral part of the Financial Statements


                                       F-3



WARRENSBURG ENTERPRISES, INC.
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



For the period April 1, 2002 to June 30, 2002
-------------------------------------------------------------------------------


                                                                         Additional
                                    Number of        Preferred  Common   Paid - In   Accumulated
                                    Shares           Stock      Stock    Capital     Deficit      Total
-----------------------------------  ---------------  ---------  -------  ----------  -----------  -----------

Balance - June 30, 2002                  1,000,000                   -       8,274      (8,229)          45
Issuance of Common Stock:                         -          -        -           -           -            -
-----------------------------------  ---------------  ---------  -------  ----------  -----------  -----------

                                                  -  $       -        -    $  8,274  $   (8,229)  $       45
-----------------------------------  ---------------  ---------  -------  ----------  -----------  -----------

     The accompanying notes are an integral part of the Financial Statements


                                       F-4



WARRENSBURG ENTERPRISES, INC.
(A Development Stage Company)

Statement of Cash Flows


For the period April 1, 2002  to  June 30, 2002
-------------------------------------------------------------------  --------------

Operating Activities:
        Net loss                                                    $           -
     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                                           -
-------------------------------------------------------------------  --------------

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

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

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

 Cash March 31, 2002                                                $          45
-------------------------------------------------------------------  --------------
     The accompanying notes are an integral part of the Financial Statements

                                       F-5`

---

## 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 June 30, 2002 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

## Note  C   -  Income  Taxes:

The Company has a net
operating loss carry forward of $8,229 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 June 30, 2002 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 $8,229
from December 6, 1999 (date of inception) through June 30, 2002. 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.

---

## PART II - OTHER INFORMATION

|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.                                                                                                                                                            | None                                                                                                                                                                                            
|        |                                                                                                                                                                                   |                                                                                                                                                                                                 
|Item 3. | Defaults Upon Senior Securities.                                                                                                                                                  | None                                                                                                                                                                                            
|        |                                                                                                                                                                                   |                                                                                                                                                                                                 
|Item 4. | Submission of Matters
to a Vote of Security Holders.                                                                                                                              | No  matter  was
submitted  during the  quarter  ending June 30, 2002,
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 of 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:
|        |                                                                                                                                                                                   |                                                                                                                                                                                                 

|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

## 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.

|                       | Warrensburg Enterprises, Inc.
Registrant             
|---------------------- | -----------------------------------------------------
|                       |                                                      
|Date:  August 14, 2002 | By:  /s/ Shelley Goldstein
Shelley GoldsteinPresident
|                       |                                                      

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                                    
|--------------- | -------------------------------------------- | -----------------------------------------
|                |                                              |                                          
|August 14, 2002 | By:  /s/ Shelley Goldstein
Shelley Goldstein | President, Secretary,
Treasurer, Director