SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-KSB/A

[X]  Annual Report Pursuant to Section 13 or 15(d) if the Securities Exchange Act of 1934.

[  ] Transitional  Report Pursuant to Section 13 or 15(d) if the Securities Exchange Act of 1934.

For the fiscal year ended December 31, 2002

Commission file number: ________________

BERNARD, ALLAN & EDWARDS, INC.

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(Exact name of Registrant as specified in its charter)

|Florida                                                        | 41-1964282                          
|-------------------------------------------------------------- | ------------------------------------
|--------------------                                           | ------------------                  
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)

1016 Shore Acres Drive, Leesburg, Florida 34748

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

(Address of Principal Executive Offices)   (Zip Code)

Registrant's Telephone Number including Area Code:

Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, No Par Value Per Share



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. [X] Yes No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $101

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.

At February 28, 2002 the Registrant had outstanding 3,429,800 shares of its common stock.

Transitional Small Business Disclosure Format: Yes [  ]   No [X]

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION

|         |                                                                                                                  | 
|-------- | ---------------------------------------------------------------------------------------------------------------- | 
|Item 1,  | Description of Business                                                                                          | 
|Item 2.  | Description of Property                                                                                          | 
|Item 3.  | Legal Proceedings                                                                                                | 
|Item 4.  | Submission of Matters to a Vote of Security Holders                                                              | 
|Item 5.  | Market for Common Equity and Related Stockholder Matters-Description of Securities-Dividends                     | 
|Item 6.  | Management's Discussion and Analysis or Plan of Operations                                                       | 
|Item 7.  | Financial Statements                                                                                             | 
|Item 8.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             | 
|Item 9.  | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act. | 
|Item 10. | Executive Compensation                                                                                           | 
|Item 11. | Security Ownership of Certain Beneficial Owners and Management                                                   | 
|Item 12. | Certain Relationships and Related Transactions                                                                   | 
|Item 13  | Recent Sales of Unregistered Securities                                                                          | 
|Item 14  | Indemnification of Directors and Officers                                                                        | 
|Item 15. | Exhibits and Reports on Form 8-K                                                                                 | 

This report contains 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. Those statements include the intent, belief or current expectations of the company and its management team. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Accomplishing the strategy described herein is significantly dependent upon numerous factors, many that are not in management control.

ITEM 1.  DESCRIPTION OF BUSINESS

We Have No Current Business Operations:



Bernard, Allan & Edwards, Inc. has no current business operations and no source of revenue. We disposed of our only operating subsidiary, Bernard, Lee and Edwards Securities, Inc, in a spin-off to our shareholders in May, 2002 after we abandoned our financial services business plan. Management has no current plan for developing a new operating business with the capital and personnel resources presently available, and will be instead seeking a merger or acquisition partner. There are no current prospects for any such merger or acquisition.

Background Information - Organization



Bernard, Allan & Edwards, Inc., a Florida corporation, was organized in February, 2000.  Bernard, Allan & Edwards was originally named Internet Estreet.com, Inc. The company was formed to become an operating company in the retail internet business and changed its direction and name to Bernard, Allan & Edwards, Inc. in late 2000 to become a holding company for subsidiaries that would provide various financial services to consumers. In March, 2001, we acquired Bernard, Lee & Edwards Securities, Inc., a NASD registered broker-dealer organized in 1989. The transaction was accounted for as a purchase and Bernard, Lee & Edwards Securities, Inc. was considered the accounting predecessor of Bernard, Allan & Edwards, Inc. for SEC reporting purposes.. Around that time we also organized Accounting Services Acquisition Partners, Inc. ("ASAP") for the purpose of acquiring existing tax preparation and accounting business and for recruiting accounting professionals as independent contractor sales agents for the broker-dealer subsidiary.  ASAP has never conducted any business operations.



Former Broker-Dealer Subsidiary Operations



From March, 2001 until December, 2001 we earned commissions and fees from the New York City office of our former securities broker-dealer subsidiary, Bernard, Lee & Edwards Securities, Inc.  Prior to September, 2001 the New York City office had about five independent contractor agents servicing about 300 retail customers. Commissions and fees were earned primarily from the sale of mutual funds and equity securities listed on the major US stock exchanges. Although our business plan at that time did not aim for an increase in the number of agents in the New York City office, we did intend to allow the office to continue in operation while we were seeking growth of the overall business by establishing independent contractor relationships with tax and accounting professionals, or by acquiring small to medium tax and accounting practices in Florida.



Historical Financial Results



For the fiscal year ending December 31, 2001, we recognized a loss of ($161,410) on gross revenues of $215,560. Gross revenues earned primarily on commissions from customer transactions were $89,195 for the fiscal year ending December 31, 1999 and $409,341 for the fiscal year ending December 31, 2000. Expenses during fiscal 1999 were $131,994 and Bernard Lee Securities experienced a net loss of ($42,799) for that year. Expenses during fiscal 2000 were $384,915 and Bernard Lee Securities experienced a net profit of $24,426 for fiscal 2000. The substantial increase in revenue and expenses from fiscal 1999 to fiscal 2000 was due primarily to the establishment of a New York City office that resulted in more sales and the payment of more commissions to the independent contractors working out of that office. Prior to the establishment of the New York office sales were made primarily by management.



Operations of the subsidiary effectively ceased at the end of December, 2001. Revenue for fiscal 2002 comprised only interest income of $101. There was no revenue from operations of any kind.  Expenses for fiscal 2002 totaled $94,433 and consisted primarily of professional fees, regulatory fees, and executive compensation. Executive compensation and some non-accounting related professional fees were paid with common stock valued at between $.02 and .04 per share.



Events following September, 2001



The New York office was located in close proximity to the World Trade Center and after September 11, 2001 the office space was removed from use. The staff conducted business out of temporary offices or from home. At that time the expectation was that the staff would continue to function from temporary locations until early into the first quarter of 2002 when we expected telephone service to become fully reestablished and the office building would again become available for safe occupancy. Revenues for the months of September and October, 2001 were negatively impacted. Revenue for November, 2001, however, was within the lower end of the normal, expected range, and revenue for December, 2001 was only somewhat below the expected range established from experience prior to the events of September 11. We reported a net loss of ($161,410) for fiscal 2001 on total revenue of $215,560.



At about the end of December, 2001 and during January, 2002 the independent contractor sales staff dwindled to one person and no sales were made from January, 2002 forward. The general market decline experienced during most of 2001 made working in the industry generally less attractive to many sales people. The proximity of the office to the World Trade Center, and the disruption and dislocation caused by the events of September 11, 2001 made it more difficult for the broker-dealer subsidiary to retain or compete for qualified sales personnel as compared with securities brokerage firms that were better capitalized or not so directly impacted by September 11. Additionally a NASD arbitration was filed in November, 2001 naming an independent contractor agent in the New York City office, along with the broker-dealer, as defendants. The broker-dealer, in turn, filed a claim for indemnification against the manager of the New York Office in the event there were an adverse result in the original arbitration.



In early 2002, management reassessed the probability of successfully implementing our financial services business plan in light of the loss in revenue in revenue produced by the broker-dealer, the potential cost in capital resources and management time in rehabilitating the New York City office, the expense of defending the arbitration, the perceived damage to our marketing program caused by the arbitration,  and the harmful effect on present and future operations of a possibly adverse result in the arbitration.



Abandonment of Financial Services Business Plan



In May, 2002 management took the decision to abandon the financial services industry business plan. Operations of the broker-dealer subsidiary were permanently terminated. All of Bernard, Allan & Edwards, Inc. ownership interest in Bernard, Lee & Edwards Securities, Inc. was distributed to our shareholders. Since Accounting Services Acquisition partners, Inc., the lone remaining subsidiary, had never conducted any business the divestiture of the broker-dealer subsidiary left Bernard, Allan & Edwards, Inc. with no business operations and no source of revenue. In an attempt to preserve our remaining assets and any shareholder value, management is seeking to acquire or the opportunity to be acquired by an ongoing business through merger. At the date of this Report management is not involved in any discussions or negotiations relative to any proposed acquisition or merger.



We Are Seeking a Business Combination



Our ability to complete a future acquisition or merger is uncertain. We may not be able to identify a suitable businesses partner for acquisition or merger. We may not be able to complete an acquisition or merger on terms that we consider economically acceptable. Even if we are successful in completing an acquisition or merger the resultant business may not be profitable. There is intense competition for acquisition and merger opportunities in almost every area of the country and in almost every industry. Many of our competitors are likely to be more experienced and better capitalized. Also, our management is not experienced in operating a variety of businesses outside the financial services industry and it may not be able to accurately evaluate the business prospects of any acquisition or merger candidate.



ITEM 2.  DESCRIPTION OF PROPERTY

Bernard, Allan & Edwards operates from dedicated, residential office space in Leesburg, Florida contributed by its Chief Executive Officer.  The company is not obligated under any equipment of property leases.

ITEM 3.  LEGAL PROCEEDINGS

Previously reported items regarding arbitration claims against Bernard, Lee & Edwards Securities, Inc., the former subsidiary of Bernard, Allan & Edwards, Inc. have been reported previously but are not reported here. The subsidiary was divested in May, 2002. Bernard, Allan & Edwards is not a party in any arbitration involving the former subsidiary and has no reasonably known contingent liability resulting therefrom.

No director, officer or affiliate of Bernard, Allan & Edwards, any owner of record or beneficially of more than 5% of any class of voting securities of Bernard, Allan & Edwards, or security holder is a party adverse to Bernard, Allan & Edwards or has a material interest adverse to Bernard, Allan & Edwards.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During fiscal year ending December 31, 2002 the shareholders of Bernard, Allan & Edwards approved: increase in amount of shares of authorized common stock to 80,000,000 shares; election of directors and selection of auditor.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS -  DESCRIPTION OF SECURITIES - DIVIDENDS

As of March 21, 2003 there is no public trading market for shares of Bernard, Allan & Edwards's common stock, no par value per share (the "common stock"). There are about 48 beneficial holders of record of the 5,546,400 shares of common stock that are issued and outstanding as of December 31, 2002. There are 80,000,000 authorized shares of common stock, no par value. This is the only class or series of common stock authorized by the Restated Articles of Incorporation.

Holders of our common stock are entitled to one vote for each share of common stock held of record. There are no cumulative voting rights. Each holder of our common stock is also entitled to receive ratably dividends, if any, as may be declared by the Board of Directors out of funds legally available for the payment of dividends. We have never paid any dividends on our common stock, and we do not anticipate declaring or paying dividends in the foreseeable future. It is anticipated that any earnings which may be generated from our operations will be used to finance our growth and will not be used to pay dividends on our common stock. The holders of our common stock are also entitled to share ratably in any distribution of our assets upon liquidation of Bernard, Allan & Edwards after payment of all debts and liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. There are no preemptive rights, conversion rights, redemption provisions or sinking fund provisions with respect to our shares of common stock.

We can issue up to 80,000,000 shares of common stock (74,453,600 are currently available to be issued), and up to 3,000,000 shares of preferred stock. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of the shareholders of Bernard, Allan & Edwards will be reduced. Shareholders may experience additional dilution as such securities may have rights, preferences or privileges senior to those of the holders of the common stock. Bernard, Allan & Edwards does not currently have any contractual restrictions on its ability to incur debt and, accordingly, Bernard, Allan & Edwards could also incur significant amounts of indebtedness to finance its operations. Any one or a combination of these factors would dilute the respective ownership of each holder of common stock.

We have not declared any dividends since inception, and have no present intention of paying any cash dividends on our common stock in the foreseeable future. The payment of dividends is entirely within the discretion of the Board of Directors and will depend, among other things, upon our earnings, our capital requirements, and our financial condition, as well as other factors which the Board deems relevant at that time.

Preferred Stock, no par value

There are 3,000,000 authorized shares of preferred stock. No preferred shares have been issued. The terms of class or series, including the preferences, limitations, and relative rights for any Preferred Shares shall be determined by the Board of Directors without a vote of any stock holders before the issuance of any Preferred Shares.

Warrant A and Warrant B

Warrant A gives the holder the right to acquire eight shares of Bernard, Allan & Edwards's common stock for each warrant A at an exercise price of $1.25 per share. Warrant B gives the holder the right to acquire two and one-half shares of Bernard, Allan & Edwards's common stock for each warrant B at an exercise price of $4.00 per share. The warrants cannot be exercised until the effective date of a registration statement filed with the Securities and Exchange Commission for the purpose of registering Warrant A and Warrant B. Warrant A will expire twelve months from said effective date, and Warrant B will expire eighteen months from said date. The warrants will remain effective during the exercise period, and Bernard, Allan & Edwards's board of directors has the right to extend expiration dates as long as the registration statement filed with the SEC is kept current. Bernard, Allan & Edwards will have the right to call the warrants upon thirty days written notice to warrant owners, and it will pay $.02 per warrant for each warrant not exercised. Warrant A cannot be called unless the bid price of Bernard, Allan & Edwards's common stock is $2.00 or higher for a period of twenty consecutive trading days, and Warrant B cannot be called unless the bid price of the common stock is $5.00 or higher for twenty consecutive trading days.

Heartland Warrants

The Heartland Warrants give the holder the right to acquire 1 share of common stock per warrant at an exercise price of $4.50 per share. There are 200,000 Heartland Warrants currently outstanding. The warrants will expire three years from the effective date of the registration statement to which this Prospectus relates. Holders may exercise any number of warrants from time to time, and at any time, at the exercise price up to the expiration date. Although not required to do so by agreement or otherwise, Bernard, Allan & Edwards does not intend to make the Heartland Warrants a separately tradable security distinct, and apart from the 200,000 shares of common stock underlying the warrants. This means that the Heartland warrants will not be listed on the OTCBB or any other listing service, and that the Heartland warrantholders will not have the ability to sell the warrants in the secondary market. Management believes that registering the Heartland warrants under the Securities Act, and listing the Heartland warrants would negatively impact the limited liquidity of our other securities. There are no other restrictions on transfer of the Heartland Warrants.

The following common stock warrants are outstanding:

|Description | Number of
Warrants | Number of
Common Shares | Exercise Price
|----------- | ------------------ | ----------------------- | --------------
|Warrant A   | 177,100            | 1,416,800               | $1.25         
|Warrant B   | 177,100            | 442,750                 | $4.00         
|Heartland   | 200,000            | 200,000                 | $4.50         

The number of outstanding shares of common stock would increase by 2,059,550 to 7,605,950 if the holders exercised all the currently outstanding warrants. The timing of the exercise of any warrants is unknown. All, a portion, or none of the currently outstanding warrants may eventually be exercised at prices ranging from $1.25 to $4.50 per share of common stock.

We intend to present our company to market makers to have our common stock quoted on the NASDAQ OTC Bulletin Board ("OTCBB"). One market maker is required to initiate the OTCBB qualification procedure and to have our stock quoted on the OTCBB. At the date of this report we have not completed the NASD qualification procedures.

The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market makers will not be permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. If our common stock were not quoted on the OTCBB, trading in our common stock would be conducted, if at all, in the over-the-counter market. This would make it more difficult for stockholders to dispose of their common stock and more difficult to obtain accurate quotations on our common stock. This could have an adverse effect on the price of the common stock.

On February 14, 2002 our Registration Statement on Form SB-2 was declared effective by the SEC. Before the exercise of any warrants, there are 177,100 shares of common stock available for secondary trading in the public market. The relative lack of liquidity in our common stock is likely to make the trading price our common stock volatile and subject to wide fluctuations, assuming that any trades do occur in the secondary market. Additionally, our stock price may become subject to wide fluctuations in response to quarterly variations in operating results, announcements of technological innovations or new products and services by us or our competitors, changes in financial estimates by securities analysts, the operating and stock price performance of other companies that investors may deem comparable to ours and other events or factors. In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether or not successful, could result in substantial costs and a diversion of management's attention and resources, which would have a material adverse effect on our business, results of operations and financial condition. It is possible that wide fluctuations in the trading price of our common stock could result in class action litigation against us, which even if such actions were successfully defended, would result in large expenses that would have a material, adverse effect on financial condition.

Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a "penny stock" (as defined in Rule 3a51-1) to or effect the purchase of a penny stock by any person unless: (a) such sale or purchase is exempt from Rule 15g-9; (b) prior to the transaction the broker or dealer has (1) approved the person's account for transaction in penny stocks in accordance with Rule 15g-9, and (2) received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased; and (c) the purchaser has been provided an appropriate disclosure statement as to penny stock investment. The Securities and Exchange Commission adopted regulations that generally define a penny stock to be any equity security other than a security excluded from such definition by Rule 3a51-1. Such exemptions include, but are not limited to (1) an equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operations for at least three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000 for the preceding three years; (2) except for purposes of Section 7(b) of the Exchange Act and Rule 419, any security that has a price of $5.00 or more; and (3) a security that is authorized or approved for authorization upon notice of issuance for quotation on the NASDAQ Stock Market, Inc.'s Automated Quotation System. It is likely that shares of common stock, assuming a market were to develop therefore, will be subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell our common stock and the ability of shareholders to sell their securities in the secondary market. Moreover, our shares may only be sold or transferred by our shareholders in those jurisdictions in which an exemption for such "secondary trading" exists or in which the shares may have been registered

Potential future Rule 144 sales may impact the value of our common stock. As of February 28, 2003 of the eighty million shares of our common stock authorized, there were issued and outstanding 5,546,400 shares of which 5,119,400 are restricted securities as that term is defined under the Securities Act, and may be sold in compliance with Rule 144 of the Securities Act, or pursuant to a Registration Statement filed under the Securities Act. Rule 144 provides, in essence, that a person holding restricted securities for a period of 1 year may sell those securities in unsolicited brokerage transactions or in transactions with a market maker, in an amount equal to the greater of (i) 1% of our outstanding common stock or (ii) the average weekly trading volume for the four week period prior to the proposed date of sale, every 3 months. Additionally, Rule 144 requires that an issuer of securities have available adequate current public information with respect to that issuer. Such information is deemed available if the issuer satisfies the reporting requirements of Sections 13 or 15(d) of the Exchange Act and of Rule15c2-11 thereunder. Rule 144 also permits, under certain circumstances, that sale of shares by a person who is not an affiliate (and has not been an affiliate for the 90 day period preceding the proposed sale) of Bernard, Allan & Edwards and who has satisfied a 2 year holding period without any quantity limitation and whether or not there is adequate current public information available.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The following should be read in conjunction with the Consolidated Financial Statements of Bernard, Allan & Edwards, Inc. and the notes thereto included elsewhere in this Report.



Plan of Operation



In May, 2002 management abandoned the financial services industry business plan that had been the focus of the companys operations since the acquisition of Bernard, Lee & Edwards Securities, Inc., a NASD broker-dealer, in March, 2001.

From March, 2001 until the end of December, 2001 we earned commissions and fees from Bernard, Lee & Edwards Securities, Inc. New York City retail securities brokerage office. Prior to September, 2001 that office had about five independent contractor agents servicing about 300 retail customers. Commissions and fees were earned primarily from the sale of mutual funds and equity securities listed on the major US stock exchanges. Although our business plan did not aim for an increase in the number of agents in that office, we did intend to allow the office to continue in operation while we were seeking growth of the overall financial services business by establishing independent contractor relationships with tax and accounting professionals, or by acquiring small to medium tax and accounting practices in Florida.



Bernard, Lee & Edwards Securities, Incs New York office was located in close proximity to the World Trade Center and after September 11, 2001 the office space was not useable. The staff conducted business out of temporary offices or from home. At that time we expected them to continue to do so until early into the first quarter of 2002 when we expected telephone service to become fully reestablished and the office building would again become available for safe occupancy. Revenues for the months of September and October, 2001 were negatively impacted. Revenue for November, 2001, however, was within the lower end of the normal, expected range, and revenue for December, 2001 was only somewhat below the expected range established from experience prior to the events of September 11. We reported a net loss of ($161,410) for fiscal 2001 on total revenue of $215,560.



For the fiscal year ending December 31, 2001, we recognized a loss of ($161,410) on gross revenues of $215,560. Gross revenues earned primarily on commissions from customer transactions were $89,195 for the fiscal year ending December 31, 1999 and $409,341 for the fiscal year ending December 31, 2000. Expenses during fiscal 1999 were $131,994 and Bernard Lee Securities experienced a net loss of ($42,799) for that year. Expenses during fiscal 2000 were $384,915 and Bernard Lee Securities experienced a net profit of $24,426 for fiscal 2000. The substantial increase in revenue and expenses from fiscal 1999 to fiscal 2000 is due primarily to the establishment of a New York City office that resulted in more sales and the payment of more commissions to the independent contractors working out of that office. Prior to the establishment of the New York office sales were made primarily by management.



Between September 11, 2001 and December 31, 2001 the independent contractor sales staff was attrited to one person. This is due to many factors. The general market decline experienced during most of 2001 made working in the industry generally less attractive to many retail sales people. The proximity of the office to the World Trade Center, and the disruption and dislocation caused by the events of September 11 made it more difficult for Bernard, lee & Edwards Securities, Inc. to retain its existing staff or to compete successfully for qualified sales personnel as compared with securities brokerage firms that were better capitalized or not so directly impacted by September 11. Additionally a NASD arbitration was filed in November, 2001 naming an independent contractor agent in the New York City office, along with the broker-dealer, as defendants. The broker-dealer, in turn, filed a claim for indemnification against the manager of the New York Office in the event there were an adverse result in the original arbitration.



By the end of December, 2001 the broker-dealer subsidiary had effectively ceased operations. No revenue from operations was generated in all of fiscal 2002. Total revenue consisted of $101 in interest income. Expenses for fiscal 2002 were $94,433 and consisted primarily of professional fees, regulatory fees, and executive compensation. Non-accounting professional fees and executive compensation were paid almost entirely with common stock valued at from $.01 to $.04 per share of common stock.



Prior to May, 2002 our general plan of operation for the remainder of fiscal 2002 was to concentrate on expanding our broker-dealers customer base by acquiring or affiliating with practicing accounting professionals of established small tax preparation and accounting businesses located in Florida. We did not intend to increase the staff of our New York City office beyond five sales agents. We anticipated that the principals of many tax preparation and accounting firms may prefer adding financial services to their existing business as opposed to selling their entire practice. In these situations we intended to offer these principals the opportunity to affiliate with our broker-dealer subsidiary as financial services independent contractors.



We also intended to increase the number and variety of financial products and services that we could offer to our clients by expanding into tax and estate planning, mortgages, and insurance products although we had no specific plan or timetable for when any of these new products and services would become available.



By May, 2002, however, management reassessed the probability of successfully implementing our business plan in light of a continuing decline in revenue likely to be produced by the broker-dealer, the potential cost in capital resources and management time in rehabilitating the New York City office, the expense of defending the arbitration, the perceived damage to our marketing program among tax and accounting professionals caused by the arbitration, regardless of fault or outcome, and the harmful effect on present and future operations of a possibly adverse result in the arbitration against Bernard, Lee & Edwards Securities, Inc..



Therefore, in May, 2002 management took the decision to abandon the financial services industry business plan. All Bernard, Allan & Edwards ownership interest in Bernard, Lee & Edwards Securities, Inc. was distributed to its shareholders. Since Accounting Services Acquisition partners, Inc., the lone remaining subsidiary, had never conducted any business the divestiture of the broker-dealer subsidiary left Bernard, Allan & Edwards with no business operations and no source of revenue. In an attempt to preserve our remaining assets and any shareholder value, management is seeking to acquire or the opportunity to be acquired by an ongoing business through merger. At the date of this Prospectus management is not involved in any discussions or negotiations relative to any proposed acquisition or merger.



Our ability to complete a future acquisition or merger is uncertain. We may not be able to identify a suitable businesses partner for acquisition or merger. We may not be able to complete an acquisition or merger on terms that we consider economically acceptable. Even if we are successful in completing an acquisition or merger the resultant business may not be profitable. There is intense competition for acquisition and merger opportunities in almost every area of the country and in almost every industry. Many of our competitors are likely to be more experienced and better capitalized. Also, our management is not experienced in operating a variety of businesses outside the financial services industry and it may not be able to accurately evaluate the business prospects of any acquisition or merger candidate.



Liquidity



At December 31, 2002 we had about $1,700 in cash and about $1,700 in current liabilities or expenses anticipated through March, 2003. We have no recurring monthly obligations for office rent, telephone, or other usual operating expenses as these items are being donated at no cost by management.

We do anticipate future incidental expenses consisting of professional accounting and legal fees related primarily to our ongoing SEC filing obligations. We may also incur expenses related to our search for and evaluation of suitable merger or acquisition candidates. We anticipate that the greater portion of expenses related to this activity would consist of travel, lodging if required, and similar related expenses. After one or more suitable acquisition or affiliation candidates are determined the dominant cost related to this activity will likely become legal and accounting expenses. In the event that management determines that our liquidity at any time would not be sufficient to perform an adequate search for or evaluation of potential merger or acquisition candidates then management intends to conduct a small private offering of our securities to raise cash sufficient to complete the process. Management anticipates it likely would be successful in raising sufficient cash at that time through a private offering of securities to management personnel or to a small number of business associates, although we are unable at this time to ascertain the limits or the parameters of any such possible offering.

CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Securities Exchange Act reports is

recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

During the 90-day period prior to the date of this report, an evaluation was performed under the supervision and with the participation of our Company's management, including the Chief

Executive Officer/Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures.  Based upon that evaluation, the Chief Executive Officer/Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.  Subsequent to the date of this evaluation, there have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls, and no corrective actions taken with regard to significant deficiencies or material weaknesses in such controls.

ITEM 7.  FINANCIAL STATEMENTS

BERNARD, ALLAN & EDWARDS, INC.

INDEPENDENT AUDITOR'S REPORT & FINANCIAL STATEMENTS

TABLE OF CONTENTS

|                                           | Page
|------------------------------------------ | ----
|STOCKHOLDERS LETTER                        | 1   
|CONSOLIDATED BALANCE SHEETS                | 2   
|CONSOLIDATED STATEMENT OF OPERATIONS       | 3   
|CONSOLIDATED STATEMENT OF CASH FLOWS       | 4   
|CONSOLIDATED STATEMENT OF CHANGES IN       | 5   
|SHAREHOLDERS' EQUITY                       |     
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 6   
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 7   
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 8   
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 9   
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 10  
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 11  







LARRY LEGEL, CPA



Practice Concentrating in

Taxation and Securities



5100 N. Federal Highway, Suite 409

Ft. Lauderdale, FL 33308



(954) 493-8900 Office

Fax to: (954) 493-8300

e-mail: LarryLegel@aol.com

LegelCPA@Bellsouth.net

INDEPENDENT AUDITORS REPORT

Stockholders

Bernard, Allan & Edwards, Inc.

Leesburg, Florida

I have audited the accompanying balance sheet of Bernard, Allan & Edwards, Inc.as of December 31, 2002 and 2001, and the related statements of operations, changes in stockholders' equity, and cash flows for the years ended December 31, 2002 and 2001.  These consolidated financial statements are the responsibility of the Company's management.  My responsibility is to express an opinion on these consolidated financial statements based on my audits.



I conducted my audits in accordance with generally accepted auditing standards.  Those standards require that I plan and perform the audit 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.  I believe that my audits provide a reasonable basis for my opinion.



In my opinion, the financial statements referred to above present fairly, the financial position of Bernard, Allan & Edwards, Inc. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years ended December 31, 2002 and 2001, in conformity with accounting principles generally accepted in the United States.









Larry Legel



Certified Public Accountant

March 11, 2003

Ft Lauderdale, FL







BERNARD, ALLAN & EDWARDS, INC.

CONSOLIDATED BALANCE SHEET

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2001

AND DECEMBER 31, 2002



ASSETS

|                                                                                                                               |              |             
|------------------------------------------------------------------------------------------------------------------------------ | ------------ | ------------
|                                                                                                                               | Dec 31, 2002 | Dec 31, 2001
|Current Assets:                                                                                                                |              |             
|Cash                                                                                                                           | $1,736       | $811        
|Investments, Money Market                                                                                                      | -            | 23,245      
|Investments, Bernard, Lee &    Edwards Securities, Inc.                                                                        | -            | 68,552      
|Note receivable                                                                                                                | -            | -           
|Total Current Assets                                                                                                           | $,1,736      | 92,608      
|TOTAL ASSETS                                                                                                                   | $1,736       | $92,608     
|                                                                                                                               |              |             
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                           |              |             
|Current Liabilities:                                                                                                           |              |             
|Accounts Payable                                                                                                               | $56          | $           
|Total Current Liabilities                                                                                                      | 56           | -           
|                                                                                                                               |              | -           
|Shareholders' Equity:                                                                                                          |              |             
|Common shares, No Par Value 80,000,000 and 30,000 shares authorized; and 5,546,400 and 3,199,800 shares issued and outstanding | 220,992      | 269,039     
|Preferred stock, $.02 Par Value, 1,000 shares authorized; and -0- and -0- shares issued and outstanding                        | -            | 1           
|Additional paid in capital                                                                                                     |              |             
|Retained earnings (Deficit)                                                                                                    | (219,312)    | (176,431)   
|                                                                                                                               |              |             
|TOTAL SHAREHOLDERS' EQUITY                                                                                                     | 1,680        | 92,608      
|                                                                                                                               |              |             
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                     | $1,736       | $92,608     

The accompanying notes are an integral part of these financial statements.



BERNARD, ALLAN & EDWARDS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2001

AND DECEMBER 31, 2002





|                                            | Year         | Year        
|------------------------------------------- | ------------ | ------------
|                                            | Ended        | Ended       
|                                            | Dec 31, 2002 | Dec 31, 2001
|REVENUES:                                   |              |             
|Interest Income                             | $101         | $1,190      
|Other Income                                | -            | 263         
|TOTAL REVENUES                              | 101          | 1,453       
|                                            |              |             
|EXPENSES:                                   |              |             
|Salaries                                    | 18,460       | 104,031     
|Regulatory Fees                             | 947          | 1,604       
|Professional Expenses                       | 60,156       | 40,877      
|Other Expenses                              | 14,870       | 4,317       
|TOTAL EXPENSES                              | 94,433       | 150,829     
|                                            |              |             
|Income (Loss) Before Income Taxes           | (94,332)     | (149,376)   
|Provision for Income Taxes                  | 0            | 0           
|Net Income (Loss)                           | $(94,332)    | $(149,376)  
|Net Income (Loss) per Share of Common Stock |              |             
|                                            |              |             
|Basic                                       | $(0.02)      | $(0.07)     
|                                            |              |             
|Diluted                                     | $(0.02)      | $(0.06)     
|Weighted Average Number of Common           |              |             
|Shares Outstanding                          |              |             
|Basic                                       | 4,979,585    | 2.228,675   
|Diluted                                     | 5,533,805    | 2,644,325   

The accompanying notes are an integral part of these financial statements.





BERNARD, ALLAN & EDWARDS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2001

AND DECEMBER 31, 2002



|                                             | Year          | Year         
|-------------------------------------------- | ------------- | -------------
|                                             | Ended         | Ended        
|                                             | Dec. 31, 2002 | Dec. 31, 2001
|Cash Flows from Operating Activities:        |               |              
|Net Income (Loss)                            | $(94,332)     | $(149,376)   
|Adjustment to Reconcile Net Income (Loss) to | -             | -            
|Increase in Accounts Payable                 | 56            | -            
|Adjustments not requiring outlay of cash:    |               |              
|                                             |               |              
|Common Shares Issued for Compensation        | 70,956        | 111,499      
|Equipment as compensation                    | -             | 1,031        
|Loss on conversion of preferred stock        | (10,500)      |              
|Net Cash (Used In) Operating Activities      | (23,320)      | (36,846)     
|                                             |               |              
|Cash Flows from Investing Activities:        |               |              
|Net Cash (Used In) Investing Activities      | -             | -            
|                                             |               |              
|Cash Flows from Financing Activities:        |               |              
|Proceeds on Sale of Stock                    | 1,000         | -            
|Net Cash Provided by Financing Activities    | 1,000         | -            
|                                             |               |              
|Net Increase in Cash and Cash Equivalents    | (22,320)      | (36,846)     
|                                             |               |              
|Cash and Cash Equivalents                    |               |              
|at Beginning of Period                       | 24,056        | 60,902       
|                                             |               |              
|Cash and Cash Equivalents                    |               |              
|at End of Period                             | $1,736        | $24,056      

The accompanying notes are an integral part of these financial statements.



BERNARD, ALLAN & EDWARDS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE PERIOD FROM FEBRUARY 7, 2000 (FROM INCEPTION)

THROUGH DECEMBER 31, 2002



|                                                                                            | PREFERRED | STOCK  | COMMON    | STOCK       | ADDITIONAL PAID-IN CAPITAL | RETAINED EARNINS (DEFICIT)
|------------------------------------------------------------------------------------------- | --------- | ------ | --------- | ----------- | -------------------------- | --------------------------
|                                                                                            | SHARES    | AMOUNT | SHARES    | AMOUNT      |                            |                           
|                                                                                            |           |        |           |             |                            |                           
|BALANCE                                                                                     |           |        |           |             |                            |                           
|DECEMBER 31, 1999                                                                           | 50        | $1     | 4,490     | $45         | $358,721                   | ($258,676)                
|                                                                                            |           |        |           |             |                            |                           
|Preferred stock, cash dividend                                                              |           |        |           |             |                            | (33,441)                  
|Net income for year                                                                         |           |        |           |             |                            | 24,426                    
|                                                                                            |           |        |           |             |                            |                           
|BALANCE                                                                                     |           |        |           |             |                            |                           
|DECEMBER 31, 2000                                                                           | 50        | 1      | 4,490     | 45          | 358,721                    | (267,891)                 
|March 16, 2001                                                                              |           |        |           |             |                            |                           
|Acquisition of Bernard, Allan & Edwards, Inc .by Bernard, Lee & Edwards Securities, Inc.    |           |        |           |             |                            |                           
|Shares owned by BAE shareholders                                                            |           |        | 1,177,100 | 64,756      |                            | (15,021)                  
|Shares issued to BLE shareholders                                                           |           |        | 1,247,500 | 87,043      |                            |                           
|Recapitalization of Bernard Lee & Edwards Securities, Inc.                                  | (50)      | (1)    | (4,490)   | (45)        | (358,721)                  | 267,891                   
|Balance of shares for services                                                              |           |        | 775,200   | 117,270     |                            |                           
|Net income (loss) for year                                                                  |           |        |           |             |                            | (161,400)                 
|                                                                                            |           |        |           |             |                            |                           
|BALANCE                                                                                     |           |        |           |             |                            |                           
|December 31, 2001(audited)                                                                  | 0         | $0     | 3,199,800 | $269,039    | $0                         | ($176,431)                
|                                                                                            |           |        |           |             |                            |                           
|April 11, 2002                                                                              |           |        |           |             |                            |                           
|Spin off of Bernard, Allan & Edwards Securities, Inc. to shareholders                       |           |        |           |             | (81,503)                   | 12,951                    
|May 18, 2002                                                                                |           |        | 4,100,000 |             | 41,000                     |                           
|Issued 4,100,000 shares in an S-8 registration for consulting and other corporate purchases |           |        |           |             |                            |                           
|Issued shares in a one for three forward split                                              |           |        |           | 1,177,600   |                            | 11,766                    
|August 2, 2002
Cancellation of S-8 shares                                                   |           |        |           | (3,850,000) | (38,500)                   | 38,500                    
|October 31, 2002
Sale of shares                                                             |           |        |           | 100,000     | 1,000                      |                           
|Issuance of shares for services                                                             |           |        |           | 819,200     | 18,180                     |                           
|Net income(loss) for period
(94,332)

BALANCE
December 31, 2002                             |           |        |           |             |                            |                           
|                                                                                            |           |        |           | 5,546,600   | $220,992                   | $(219,312)                





BERNARD, ALLAN & EDWARDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2001

AND DECEMBER 31, 2002





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Bernard, Allan & Edwards, Inc. was incorporated on February 7, 2000 in the State of Florida as Internet-Estreet.Com, Inc.  On March 16, 2001, the shareholders approved the change of the name to Bernard, Allan & Edwards, Inc.   The Company intends to achieve future growth through the acquisition of public accounting practices and the offering of investment banking services to the clients of these firms and others.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared on the going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and to obtain additional financing as may be required.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.

ESTIMATES

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



FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash approximates fair value due to the short maturity of these instruments.  None of the financial instruments are held for trading purposes.

DEPRECIATION

Equipment is carried at cost.  Depreciation is computed using the straight line method for financial reporting purposes over a period of five years.

INCOME TAXES

Deferred income taxes are provided for temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax laws and rates for the years when the differences are expected to reverse.

NET INCOME (LOSS) PER SHARE OF COMMON STOCK

As of December 31, 2000, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", which specifies the method of computation, presentation, and disclosure for earnings per share.  SFAS No. 128 requires the presentation of two earnings per share amounts, basic and diluted. Basic earnings per share is calculated using the average number of common shares outstanding . Diluted earnings per share is computed using the weighted average number of common shares outstanding, stock options and warrants using the treasury stock  method.  Approximately 554,220 options and warrants were outstanding as of December 31, 2002 and December 31, 2001, respectively, but were not included in the computation of the diluted earnings per share as the effect would be antidulitive.

NOTE 2 - PREFERRED STOCK

The Company is authorized to issue 3,000,000 shares of no par value preferred stock. No shares have been issued to date.

NOTE 3 - CAPITALIZATION -- PRIVATE PLACEMENT

A private offering memorandum, dated July 1, 2000 provided for the sale of up to 250,000 units with an effective date of July 1, 2000.  The offering  price of a unit was $.40 and consisted of one share of common stock, one warrant A to purchase eight shares of common stock and one warrant B to purchase two and one-half shares of common stock.  The agency agreement to offer the units for sale was signed with Bernard, Lee & Edwards Securities, Inc., a Company related through common ownership. The agreement for a payment of a 10% commission was for a period of  ninety days.  The offering closed during September, 2000 with the sale of 177,100 units.  Warrant A gives the holder the right to acquire eight shares of the Company's common stock for each warrant A at an exercise price of $1.25 per share.  Warrant B gives the holder the right to acquire two and one-half shares of the Company's common stock for each warrant B at an exercise price of $4.00 per share.  The warrants cannot be exercised until the effective date of the registration statement being filed with the Securities and Exchange Commission for the purpose of registering the common stock and warrants.  Warrant A will expire twelve months from said effective date, and warrant B will expire eighteen months from said date.  The warrants will remain effective during the exercise period, and the Company's board of directors has the right to extend expiration dates as long as the registration statement filed with the SEC is kept current. On August 6, 2002 the board of directors extended the expiration date of the A & B warrants to February 14, 2004 and August 14, 2004 respectively. The Company will have the right to call the warrants upon thirty days written notice to warrant owners, and it will pay $.02 per warrant for each warrant not exercised.  Warrant A cannot be called unless the bid price of the Company's common stock is $2.00 or higher for a period of twenty consecutive trading days, and warrant B cannot be called unless the bid price of the common stock is $5.00 or higher for twenty consecutive trading days.

INCENTIVE STOCK OPTION PLAN

The Board of Directors has approved on March 16, 2001 and the shareholders have approved the plan to grant 1,000,000 options to purchase 1,000,000 common shares of the Company's stock.  No options have been granted as of this date.

NOTE 4 - INCOME TAXES

Significant components of deferred income taxes are as follows:

Net Operating Loss	$219,312

Total Deferred Tax Asset	88,000

Less Valuation Allowance	88,000

Net Deferred Tax Asset	$0

The Company has assessed its past earnings history and trends and expiration dates of carry forwards and has determined that it is more than likely that no deferred tax assets will be realized.  A valuation allowance of $88,000 as of December 31, 2002 is maintained on deferred tax assets, which the Company has determined to be more than likely not realized at this time.  The Company will continue to review this valuation on an annual basis and make adjustments as appropriate.

As of December 31, 2002, the Company had a consolidated net operating loss carry forward of $219,312.  The net operating loss can be carried forward to offset future taxable income and will expire between December 31, 2020 and December 31, 2022.

NOTE 5 - PURCHASE OF SUBSIDIARY

The Board of Directors, on March 16, 2001, approved a plan to acquire Bernard,  Lee & Edwards Securities, Inc.  This will facilitate the Company's plans to offer, besides accounting services, financial planning, variable annuities, mutual funds and investment banking which are all classified as securities.  The Company acquired all of the outstanding common and preferred stock in exchange for 1,247,500 shares of common shares.  Bernard, Lee & Edwards Securities, Inc. had 500 shares of  8% cumulative and convertible preferred stock outstanding.  It also had a note receivable from a company, both of which were owned by a company whose principal stockholder and president is also a stockholder and the Chief Executive Officer of  Bernard, Allan & Edwards, Inc.  As an inducement to the preferred stockholder to forgive all unpaid cumulative preferred dividends and to reduce the note receivable from $25,000 to $15,000, the Company has issued warrants to purchase 200,000 shares of the Company's common stock at the exercise price of $4.50 for a period of three years from the effective date of the SEC registration with the understanding that the underlying shares to be issued upon the exercise of the warrants will be registered with the contemplated SEC filing. On August 6, 2002 the board of directors extended the expiration date of the 200,000 warrants to February 14, 2006.

This combination was accounted for as a purchase.  Due to the fact that the shareholders of  Bernard, Lee & Edwards Securities, Inc. exchanged their shares for over 51% of the common stock of Bernard, Allan & Edwards, Inc. outstanding at the time, Bernard, Lee & Edwards Securities, Inc. is the accounting predecessor.

NOTE 6- CONTRACTS FOR SERVICES

The Board of Directors, on March 16, 2001, approved a consulting agreement with a certified public accountant named Allan B. Dombrow.  Mr. Dombrow, as a long-time practitioner in South Florida, has agreed to be involved in identifying and evaluating accounting firms that may be acquired.  The agreement commenced February 14, 2002, the effective date of the SEC registration for the Company.  In exchange for his services, Mr. Dombrow received 100,000 shares of common shares as initial compensation.  The shares were valued at $.40 per share and the value of the initial compensation is $40,000. The shares were transferred to Mr. Dombrow at $.40 per share.

During the years ended December 31, 2001 and 2002, several officers of the Company received shares in lieu of salaries.  The shares were transferred to the officers of the Company in 2001 at $.50 per share, during the first quarter of 2002 at $.04 per share, and thereafter at .01 per share.

NOTE 7 - LITIGATION

On November 26, 2001, an individual filed an amended statement of claim in NASD arbitration against our subsidiary Bernard, Lee & Edwards Securities, Inc., Henry Paul Regan (an independent contractor agent in the New York office), and J.B. Oxford & Co. (our clearing broker) seeking more than $290,000 in compensatory damages and $5,000,000 in punitive damages along with fees and costs.  We intend to defend against this claim and to seek indemnification from the independent contractor in the event that the claimant should prevail for all or any part of the amount of the claim.  The final outcome of the claim is uncertain and the amount of the claim exceeds our total assets by a significant amount.  An adverse outcome could prevent Bernard, Lee & Edwards, Inc. from continuing in business.

NOTE 8 - SPIN OFF OF SUBSIDIARY

On April 3, 2002, the shareholder of Bernard, Allan & Edwards, Inc. approved the spin off of Bernard, Allan & Edwards Securities, Inc. to its shareholders.  As such, this report shows the financial position and results of operations for Bernard, Allan & Edwards, Inc. only.

NOTE 9 - LAW REGISTRATION

On May 16, 2002, the Company issued 4,100,000 shares of common stock in an S-8 registration to have free trading shares available for consulting and other corporate matters.  250,000 shares were issued to the Company attorney for services rendered at $.01 per share and 3,850,000 shares are to be held in trust by the attorney. On August 2, 2002 the 3,850,000 held in trust were cancelled and are no longer outstanding.

NOTE 10 - COMMONSTOCK SPLIT

On May 18, 2002, the Company issued 1,177,633 shares of common stock in a one for three forward split.  The shareholders approved, also on May 16, 2002, an increase in the company's authorized shares from 30,000,000 to 80,000,000 shares of no par value common stock.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Michael B. McLaughlin, Sr. 64, Director, Chief Executive Officer, Secretary. Mr. McLaughlin has many years of experience in investment banking operations, underwriting, and acquisitions and mergers. He became a licensed securities broker in 1965. He was employed by various over-the-counter firms in Minneapolis, MN for 10 years and advanced through the positions of sales manager and manager of the underwriting department. From 1976 through 1988 he invested in real estate, participated in private placements, was involved in real estate limited partnerships, and acted as a self-underwriter for Wireless Data Solutions, Inc. during its IPO. From 1988 to February, 1999 he was the Chief Executive Officer of Wireless Data Solutions, Inc., a public company. During this time period he founded Bernard, Lee & Edwards Securities, Inc., a NASD registered broker-dealer, and served as its Chief Executive Officer since inception in 1989.

Thomas E. LaRossa, 71, Director, President, Treasurer. Mr. LaRossa was also the President, Treasurer, and Financial-Operations Principal (FINOP) of Bernard, Lee & Edwards Securities since 1997. He was employed in the securities industry since 1953 and served in several capacities for a number of broker-dealers in New York and Florida. Mr. LaRossa has many years of experience in broker dealer operations, including trading, market making, sales and trade practices, surveillance, supervisory and operational procedures, customer suitability, and other important compliance areas. He is past president of the Cashiers' Association of Wall Street and has acted as NASD arbitrator. Mr. LaRossa holds a Bachelor of Arts from Pace College, NY, NY. As reported on Form 8-K Mr. LaRossa resigned from the Board and all executive position in August, 2002.

None of our officers or directors has been a party, either in their individual capacity or in the capacity as an officer, director, partner or proprietor of any business entity, to any criminal proceeding, or any prosecution or disciplinary proceeding under either the Federal or State Securities Laws.

Bernard, Lee & Edwards Securities, Inc. filed a Chapter 7 Bankruptcy case on September 20, 2002 in the United States Bankruptcy Court, Middle District of Florida, Orlando Division, Case No. 02-10349-6B7. Messrs. McLaughlin and LaRossa are executive officers of the debtor.

None of our officers or directors has been a party, either in their individual capacity or in the capacity as an officer, director, partner or proprietor of any business entity, to any criminal proceeding, or any prosecution or disciplinary proceeding under either the Federal or State Securities Laws.

At the date of this Report only one member of the maximum nine members constituting the entire Board of Directors have been elected and continues to serve in that capacity. The By-Laws permit the existing members of the Board of Directors to fill vacancies for a period up to the remaining term of any such vacancy.

ITEM 10.  EXECUTIVE COMPENSATION

This item provides disclosure of all cash, non-cash, plan and non-plan compensation awarded to, earned by, or paid to the named executive officer and director for all services rendered in all capacities to Bernard, Allan & Edwards and its subsidiaries.



SUMMARY COMPENSATION TABLE





|Name and
Principal Position    | Fiscal
Year | Salary  | Bonus | Other
Annual Comp | Restricted Stock
Awards | Underlyg Options/
SAR# | All Other Comp
|------------------------------ | ----------- | ------- | ----- | ----------------- | ----------------------- | ---------------------- | --------------
|Michael B. McLaughlin, Sr.     | 2002        | $13,635 | 0     | 0                 | 0                       | 0                      | 0             
|President,Treasurer, Secretary | 2001        | $13,240 | 0     | 0                 | 0                       | 0                      | 0             
|                               |             |         |       |                   |                         |                        |               
|Thomas E. LaRossa              | 2002        | $4,545  | 0     | 0                 | 0                       | 0                      | 0             
|President, Treasurer           | 2001        | $13,240 | 0     | 0                 | 0                       | 0                      | 0             
|Up to August, 2002             |             |         |       |                   |                         |                        |               
|                               |             |         |       |                   |                         |                        |               



Executive compensation for fiscal 2002 was paid in restricted common stock with a stated value of from $.04 to $.01 per share.



AGGREGATED OPTIONS/SAR EXERCISED IN LAST FISCAL YEAR AND

FISCAL YEAR END OPTIONS/SAR VALUES

No options or SARs were exercised in the fiscal year ending December 31, 2002.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS

No options were granted as compensation to any persons during fiscal 2002. No stock appreciation rights (SARs) were granted as compensation to any persons in fiscal 2002.

STOCK OPTION PLAN

The Board of Directors has proposed and the shareholders have approved on March 16, 2001 the Incentive Stock Option Plan to grant 1,000,000 options to purchase 1,000,000 common shares of Bernard, Allan & Edwards's common stock at prices and upon terms to be determined by the Board of Directors or the Stock Option Committee if an when such committee shall come into existence. No options have been granted as of the date of this report.



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Bernard, Allan & Edwards common stock as of February 28, 2002 by the directors of Bernard, Allan & Edwards, the Named Officers, each person known by Bernard, Allan & Edwards to be the beneficial owners of five percent (5%) or more of the common stock of Bernard, Allan & Edwards, and all directors and officers of Bernard, Allan & Edwards as a group.

|Name and Position (if applicable)                                                                                      | Number of Common Shares
Beneficially Owned (1) | Percentage of Class
|---------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------- | -------------------
|Michael B. McLaughlin, Sr.
Director, CEO, CFO
Bernard, Allan & Edwards, Inc.
1016 Shore Acres Drive
Leesburg, FL 34748 | 1,951,600 (2)                                  | 35.2% (2)          
|                                                                                                                       |                                                |                    
|Thomas E. LaRossa
Bernard, Allan & Edwards, Inc.
Director
1016 Shore Acres Drive
Leesburg, FL 34748                    | 960,600                                        | 17.3% (3)          
|                                                                                                                       |                                                |                    
|Wyman Taylor
Director of Heartland Industries, Inc.
1016 Shore Acres Drive
Leesburg, FL 34748                          | 541,000 (3)                                    | 9.7% (4)           
|                                                                                                                       |                                                |                    
|Heartland Diversified Industries, Inc.
1016 Shore Acres Drive
Leesburg, FL 34748                                       | 529,000 (2,3)                                  | 9.5% (2,3,4)       
|                                                                                                                       |                                                |                    
|                                                                                                                       |                                                |                    
|                                                                                                                       |                                                |                    
|All executive officers and directors
as a group (2 persons)                                                            | 3,453,200                                      | 62.2%              

(1) The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations of the Securities and Exchange Commission. Accordingly they may include securities owned by or for, among others, the wife and/or minor children or the individual and any other relative who has the same home as the individual, as well as other securities as to which the individual has or shares investment power or has the right to acquire under outstanding stock options within 60 days after the date of this table. Beneficial ownership may be disclaimed as to certain of the securities.

(2) The number of shares presented beside Michael B. McLaughlin, Sr. in the above table includes the aggregate of shares of Common stock owned by Mr. McLaughlin and his wife; and by reason of his beneficial ownership of the Common stock held by Heartland Diversified Industries, Inc.(529,000); and by reason of his custodial control of Common stock owned by his children (102,000).

(3) The number of shares presented beside Wyman Taylor include the aggregate of shares of common stock owned directly by him (12,000) and by reason of his status as a director of Heartland Industries, Inc. (529,000).

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Bernard, Allan & Edwards does not have any formal policy concerning the direct or indirect pecuniary interest of any of its officers, directors, security holders or affiliates in any investment to be acquired or disposed of by Bernard, Allan & Edwards or in any transaction to which Bernard, Allan & Edwards is a party or has an interest.

Bernard, Allan & Edwards, Inc. was recently organized in February, 2000. Commencing in July, 2000 Bernard, Allan & Edwards conducted a private offering of its securities which were sold by Bernard, Lee & Edwards Securities, Inc., which was paid commissions of $7,084 based upon the aggregate amount of sales of securities it made during that offering. Messrs. McLaughlin and LaRossa were controlling persons of Bernard, Lee & Edwards Securities, Inc.

A note receivable with a related party in the amount of $55,1000 was dated August 2, 1999, at 8% per annum.  A $600 payment was made on September 17, 1999 and a $34,692 payment was made on September 30, 2000.  The note was due on demand and was secured  by stock of a publicly traded corporation.  The maker of the note is Heartland Diversified Industries, Inc.  The president and stockholder of Heartland is also the chief executive officer and a stockholder in Bernard, Lee & Edwards Securities, Inc. The Note was satisfied on March 16, 2001 as part of the acquisition of Bernard, Allan & Edwards, Inc. by Bernard, Lee & Edwards, Inc.

ITEM 13. RECENT SALES OF UNREGISTERED SECURITIES

At organization on February 7, 2000 we commenced issuance of an aggregate of 1,000,000 founders' shares to 13 individuals and 1 corporation at a nominal price of $.001 per share.

On and after July 1, 2000 we issued 177,100 Units comprising: 1 share of common stock; 1 Warrant A which may be exercised for 8 shares of common stock at the exercise price of $1.25 per share of common stock; 1 Warrant B which may exercised for 2.5 shares of common stock at the exercise price of $4.00 per share of common stock. The Units were acquired at an offering price of $.40 per Unit by 38 purchasers. We paid commissions on these sales to Bernard, Lee & Edwards Securities, Inc., a NASD broker dealer that we acquired recently in a stock for stock transaction. We paid $7,084 in commissions and fees and received $63,756 in net proceeds respecting this offering.

On March 16, 2001 we issued 100,000 shares of common stock to one individual as compensation for consulting services and as an incentive to continue to provide services for and create loyalty to Bernard, Allan & Edwards. The stock was issued at a revised stated value of $.04 per share. There were no fees or deductions.

During fiscal 2001 we authorized the issuance of 331,000 shares of common stock to our executive officers instead of cash compensation during the year. The stock was issued at various times at a revised stated value of $.04 per share. There were no fees or deductions.

During fiscal 2002 we issued 819,200 shares of common stock to our executive officers and to consultants and legal professionals instead of cash compensation. The stock was issued at various times from January through December at a stated value of from $.04 to $.01 per share. There were no fees or deductions.

In October, 2002 we sold 100,000 shares of common stock for $.01 per share to an existing shareholder in a non-public offering. There were no fees or deductions.

The issuance of these shares was exempt from registration in reliance on Section 4(2) of the Securities Act. The purchasers had a prior business relationship with the founders, no general media was used in the offerings, and the purchasers are financially sophisticated investors with knowledge and experience in financial and business matters and were capable of evaluating the merits and risks of the prospective investment, and had full access to, or were otherwise provided with, all relevant information reasonably necessary to evaluate the prospects for success of Bernard, Allan & Edwards and other relevant factors before making an investment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Florida corporation law, no director of Bernard, Allan & Edwards shall be personally liable for monetary damages as such for any action taken by such director, or any failure on the part of such director to take any action, unless (I) such director has breached or failed to perform the duties of his office as set forth under applicable law; and (II) such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, except as otherwise provided by applicable law. Bernard, Allan & Edwards's Articles of Incorporation also provide that, if Florida law is hereafter amended to authorize the further elimination of limitation of the liability of the directors of Bernard, Allan & Edwards, then the liability of such directors shall be eliminated or limited to the fullest extent permitted by applicable law.

The Articles of Incorporation and the Bylaws (the "Bylaws") of Bernard, Allan & Edwards provide that Bernard, Allan & Edwards shall, to the full extent permitted by the laws of the State of Florida, as amended from time to time, indemnify all persons whom they may indemnify pursuant thereto. The Bylaws of Bernard, Allan & Edwards also provide that Bernard, Allan & Edwards may obtain insurance on behalf of such persons.



> Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, Bernard, Allan & Edwards 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.

ITEM 15.  EXHIBITS AND REPORTS ON FORM 8-K

The following reports on Form 8K were made during fiscal, 2002.

Date of Report: May 1, 2002

The Board of Directors of Bernard, Allan & Edwards, Inc. determined to discontinue on May 15, 2002 the operations of Bernard, Lee & Edwards Securities, Inc., a NASD broker-dealer subsidiary, and to spin-off Bernard, Lee & Edwards Securities, Inc. to the shareholders Bernard, Allan & Edwards, Inc.

On November 26, 2001, an individual filed an amended statement of claim in NASD arbitration against Bernard, Lee & Edwards Securities, Inc., Henry Paul Regan (a sub-agent in the New York office), and J.B. Oxford & Co. (a clearing broker) seeking more than $290,000 in compensatory damages and $5,000,000 in punitive damages along with fees and costs. Bernard, Lee & Edwards Securities, Inc. is  defending against this claim and will seek indemnification from the independent contractor in the event that the claimant should prevail for all or any part of the amount of the claim. The final outcome of the claim is uncertain and the amount of the claim exceeds the total assets of Bernard, Lee & Edwards Securities, Inc. by a significant amount.

Date of Report: August 23, 2002

Thomas E. LaRossa, 71, has informed the Registrant that he is retiring from active business administration and has resigned on August 23, 2002 from the Board of Directors and any executive positions that he may have held with the Registrant. Mr.LaRossa may continue to consult for the Registrant from time to time.





Exhibits

|Item      | Description                        |                                          
|--------- | ---------------------------------- | -----------------------------------------
|3(i)      | Articles of incorporation          | Previously filed with Form SB2 #333-62994
|3(ii)     | By-laws                            | Previously filed with Form SB2 #333-62994
|(4)(i)    | Heartland Warrant Agreement        | Previously filed with Form SB2 #333-62994
|(4)(ii)   | Warrant A Agreement                | Previously filed with Form SB2 #333-62994
|(4)(iii)  | Warrant B Agreement                | Previously filed with Form SB2 #333-62994
|(4)(iv)   | Incentive Stock Option Plan        | Previously filed with Form SB2 #333-62994
|(5)       | Opinion re: legality               | Previously filed with Form SB2 #333-62994
|(10)(i)   | Nationwide General Agent Agreement | Previously filed with Form SB2 #333-62994
|(10)(ii)  | Independent contractor agreement   | Previously filed with Form SB2 #333-62994
|(10)(iii) | Clearing agreement                 | Previously filed with Form SB2 #333-62994
|(23)      | Consents                           | Filed herewith                           
|31        | Section 302 Certification          | Filed herewith                           
|32        | Section 906 Certification          | 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, thereunto duly authorized.

BERNARD, ALLAN & EDWARDS, INC.

(Registrant)

By

MICHAEL MCLAUGHLIN, SR., CEO/CFO

/s/ Michael McLaughlin, Sr. CEO/CFO

January 9, 2004

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.

By

|MICHAEL MCLAUGHLIN, DIRECTOR             | 
|---------------------------------------- | 
|/s/ Michael McLaughlin, Director/CEO/CFO | 
|January 9, 2004                          |