<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

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

                  For the quarterly period ended: December 31, 2003

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

                  For the transition period from ____________ to ____________
                  Commission file number: 000-32249

                             ARMOR ENTERPRISES, INC.
        (Exact name of small business issuer as specified in its charter)

             Florida                                      65-0853784
(State or other jurisdiction of                (IRS Employee Identification No.)
 incorporation or organization)

                      11789, 79A Avenue, Delta, BC, V4C 1V7
                    (Address of principal executive offices)

                                 (604) 605-0507
                          (Issuer's telephone number)

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

    Common Stock, $0.001 par value                      13,717,333
               (Class)                    (Outstanding as of February 13, 2004)

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

<PAGE>

                             ARMOR ENTERPRISES, INC.
                                   FORM 10-QSB
                                      INDEX


                                                                           Page
                                                                           ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Balance Sheets
         December 31, 2003 (unaudited) and June 30, 2003...................F-1

         Unaudited Condensed Statements of Operations for the six
         months ended December 31, 2003 and 2002, and cummulative from
         inception on June 5, 1998 through December 31, 2003...............F-2

         Unaudited Condensed Statements of Cash Flows for the six
         months ended December 31, 2003 and 2002, and cummulative from
         inception on June 5, 1998 through December 31, 2003...............F-3

         Statement of Changes in Stockholders' equity for the period
         from from inception on June 5, 1998 through December 31, 2003
         (unaudited).......................................................F-4

         Notes to Financial Statements (unaudited).........................F-5

Item 2.  Management's Discussion and Analysis or Plan of Operation..........3

Item 3.  Controls and Procedures............................................4

Part II  OTHER INFORMATION

Item 1.  Legal Proceedings..................................................4

Item 2.  Change in Securities...............................................4

Item 3.  Defaults upon Senior Securities....................................4

Item 4.  Submission of Matters to a Vote of Security Holders................4

Item 5.  Other Information..................................................4

Item 6.  Exhibits and Reports on Form 8-K...................................4

Signatures..................................................................5

Certifications..............................................................5

                                       2
<PAGE>

                          PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

<TABLE>
                                   ARMOR ENTERPRISES, INC.
                                (A Development Stage Company)
                                        BALANCE SHEETS
<CAPTION>

                                                             DECEMBER 31,         JUNE 30,
                                                                 2003               2003
                                                            --------------     --------------
                                                             (unaudited)
<S>                                                         <C>                <C>

                                           ASSETS
                                           ------

CURRENT ASSETS
  Cash held in trust by related party                       $         553      $         553
                                                            --------------     --------------

               Total Current Assets                                   553                553
                                                            --------------     --------------


                                                            $         553      $         553
                                                            ==============     ==============


                            LIABILITIES AND STOCKHOLDERS' EQUITY
                            ------------------------------------

CURRENT LIABILITIES
     Accounts payable                                       $         526      $          --
     Shareholder advances                                           1,950                755
     Advances from related party                                    1,970              1,970
     Accrued payroll                                                8,750              7,500
                                                            --------------     --------------

               Total Current Liabilities                           13,196             10,225
                                                            --------------     --------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock, par value $.001, 10,000,000 shares
          authorized, none issued                                      --

     Common stock, par value $.001, 100,000,000 shares
          authorized, 13,717,333 issued and outstanding            13,717             13,717
     Paid-in capital                                               23,073             23,073
     Contributed capital                                            4,200              3,600
     Deficit accumulated during development stage                 (53,633)           (50,062)
                                                            --------------     --------------

                                                                  (12,643)            (9,672)
                                                            --------------     --------------


               Total Stockholders' Equity                   $         553      $         553
                                                            ==============     ==============

                       SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                             F-1
</TABLE>
<PAGE>

<TABLE>
                                                  ARMOR ENTERPRISES, INC.
                                               (A Development Stage Company)
                                                 STATEMENTS OF OPERATIONS
                                                        (UNAUDITED)
<CAPTION>

                                                                                                          CUMMULATIVE
                                                 THREE MONTHS ENDED          SIX MONTHS ENDED                FROM
                                                     DECEMBER 31,              DECEMBER 31,              JUNE 5, 1998
                                              -------------------------  --------------------------     (INCEPTION) TO
                                                  2003          2002         2003          2002        DECEMBER 31, 2003
                                              -----------   -----------  ------------  ------------   --------------------
<S>                                           <C>           <C>          <C>           <C>            <C>

REVENUE                                       $       --    $       --   $        --   $        --    $                --

EXPENSES:
      General and administrative                    2575         5,786          3571         6,711                 53,633
                                              -----------   -----------  ------------  ------------   --------------------

         Total Expenses                            2,575         5,786         3,571         6,711                 53,633
                                              -----------   -----------  ------------  ------------   --------------------

NET (LOSS)                                    $   (2,575)   $   (5,786)  $    (3,571)  $    (6,711)   $           (53,633)
                                              ===========   ===========  ============  ============   ====================


NET (LOSS) PER COMMON SHARE-BASIC                  *             *            *             *
                                              ===========   ===========  ============  ============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                  13,717,333    12,650,000    13,717,333    12,827,889
                                              ===========   ===========  ============  ============

* less than $.01 per share

                                      SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                           F-2
</TABLE>
<PAGE>

<TABLE>
                                                       ARMOR ENTERPRISES, INC.
                                                    (A DEVELOPMENT STAGE COMPANY)
                                       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<CAPTION>

                                                                                                          (DEFICIT)
                                                                                                         ACCUMULATED
                                                       COMMON STOCK                                      DURING THE
                                                -------------------------     PAID-IN      CONTRIBUTED   DEVELOPMENT
                                                   SHARES        AMOUNT       CAPITAL        CAPITAL        STAGE          TOTAL
                                                -----------   -----------   -----------    -----------   -----------    -----------
<S>                                             <C>           <C>           <C>            <C>           <C>            <C>
Balances, inception                                     --    $       --    $       --     $       --    $       --     $       --
(UNAUDITED)
  Shares issued January 10, 1998, for services   5,250,000         5,250            --             --            --          5,250
  Net (loss) for the year                               --            --            --             --        (5,250)        (5,250)
                                                -----------   -----------   -----------    -----------   -----------    -----------

BALANCES, JUNE 30, 1998 (UNAUDITED)              5,250,000         5,250            --             --        (5,250)            --
  Shares issued August 31, 1998, for cash           21,000            21           189             --            --            210
  Shares issued August 31, 1998, for services      976,000           976         8,784             --            --          9,760
  Shares issued September 30,1998, for cash          1,000             1             9             --            --             10
  Shares issued October 12,1998,  for cash           2,000             2            18             --            --             20
  Net( loss) for the year                               --            --            --             --       (10,000)       (10,000)
                                                -----------   -----------   -----------    -----------   -----------    -----------

BALANCES, JUNE 30, 1999 (UNAUDITED)              6,250,000         6,250         9,000             --       (15,250)            --
  2 for 1 forward stock split, August 31, 1999   6,250,000         6,250        (6,250)            --            --             --
  Shares issued February 8, 2000 for cash          150,000           150        14,850             --            --         15,000
  Net (loss) for the year                               --            --            --             --        (5,275)        (5,275)
                                                -----------   -----------   -----------    -----------   -----------    -----------

BALANCES, JUNE 30, 2000 (UNAUDITED)             12,650,000        12,650        17,600             --       (20,525)         9,725
(AUDITED)
  Contributed capital-office overhead                   --            --            --          1,200            --          1,200
  Net (loss) for the year                               --            --            --             --       (14,155)       (14,155)
                                                -----------   -----------   -----------    -----------   -----------    -----------

BALANCES, JUNE 30, 2001                         12,650,000        12,650        17,600          1,200       (34,680)        (3,230)
  Contributed capital-office overhead                   --            --            --          1,200            --          1,200
  Net (loss) for the year                               --            --            --             --        (4,272)        (4,272)
                                                -----------   -----------   -----------    -----------   -----------    -----------

BALANCES, JUNE 30, 2002                         12,650,000        12,650        17,600          2,400       (38,952)        (6,302)
  Contributed capital-office overhead                   --            --            --          1,200            --          1,200
  Shares issued December 18, 2002 @ $.0061
    per share for shareholder loan               1,067,333         1,067         5,473             --            --          6,540
  Net (loss) for the year                               --            --            --             --       (11,110)       (11,110)
                                                -----------   -----------   -----------    -----------   -----------    -----------

BALANCES, JUNE 30, 2003                         13,717,333        13,717        23,073          3,600       (50,062)        (9,672)
  Contributed capital-office overhead                   --            --            --            300            --            300
  Net (loss) for the quarter                            --            --            --             --          (996)          (996)
                                                -----------   -----------   -----------    -----------   -----------    -----------
(UNAUDITED)
BALANCES, SEPTEMBER 30, 2003, (UNAUDITED)       13,717,333        13,717        23,073          3,900       (51,058)       (10,368)
  Contributed capital-office overhead                   --            --            --            300            --            300
  Net (loss) for the quarter                            --            --            --             --        (2,575)        (2,575)
                                                -----------   -----------   -----------    -----------   -----------    -----------

BALANCES, DECEMBER 31, 2003, (UNAUDITED)        13,717,333    $   13,717    $   23,073     $    4,200    $  (53,633)    $  (12,643)
                                                ===========   ===========   ===========    ===========   ===========    ===========

                                           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                                F-3
</TABLE>
<PAGE>

<TABLE>
                                               ARMOR ENTERPRISES, INC.
                                            (A DEVELOPMENT STAGE COMPANY)
                                              STATEMENTS OF CASH FLOWS
                                                     (UNAUDITED)
<CAPTION>

                                                                                                     CUMMULATIVE
                                                                       SIX MONTHS ENDED                  FROM
                                                                          DECEMBER 31,               JUNE 5, 1998
                                                                 -----------------------------      (INCEPTION) TO
                                                                     2003             2002         DECEMBER 31, 2003
                                                                 ------------     ------------     -----------------

 OPERATING ACTIVITIES:
<S>                                                              <C>              <C>              <C>
      Net  (loss) from operations                                $(3,571,000)     $    (3,571)     $        (53,633)
      Contributions to capital                                           600              600                 4,200
      Capital issued for services                                         --               --                15,010
      Adjustments to reconcile net (loss) to net
         cash used by operating activities:
            Changes in:
                 Trust funds                                              --            4,861                  (553)
                 Accounts payable                                        526               --                 2,495
                 Accrued payroll                                       1,250            1,250                 8,750
                                                                 ------------     ------------     -----------------

            Net Cash provided (Used) by Operating Activities          (1,195)           3,140               (23,730)
                                                                 ------------     ------------     -----------------

 FINANCING ACTIVITIES:
       Proceeds from sale of common stock                                 --               --                15,240
       Shareholder advances                                            1,195               --                 8,490
                                                                 ------------     ------------     -----------------

            Net Cash provided by Financing Activities                  1,195               --                23,730
                                                                 ------------     ------------     -----------------

NET INCREASE IN CASH                                                      --            3,140                    --

CASH, beginning of period                                                 --               --                    --
                                                                 ------------     ------------     -----------------

CASH, end of period                                              $        --      $     3,140      $             --
                                                                 ============     ============     =================

SUPPLEMENTAL CASH FLOWS INFORMATION

  Common stock issued in exchange for
    shareholder loan                                                                               $          6,540
                                                                                                   =================

                                   SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                        F-4
</TABLE>
<PAGE>

NOTE 1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. 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 of normal
recurring accruals) considered necessary for a fair presentation of the
Company's financial position as of December 31, 2003 and the results of its
operations and cash flows for the three and six months ended December 31, 2003
and 2002. Operating results for the six months ended December 31, 2003 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2004.

These condensed financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Form 10-KSB
for the year ended June 30, 2003.

                                       F-5
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Overview
--------

The Company is considered a development stage company with limited assets or
capital and with no operations or income since inception. 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 loans from the President
of the Company (see Item 4, Security Ownership of Certain Beneficial Owners and
Management). It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company and necessary funds
will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. 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 viable corporation.

In the opinion of management, inflation has not and will not have a material
effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

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 I above. Because the
Company lacks finds, it may be necessary for the officers and directors to
either advance funds to the Company or to incur expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's President and sole Director will defer payment
of all accrued compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide his
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 engaged its officers and directors and
legal counsel to assist in the search for business opportunities. 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 be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.

                                       3
<PAGE>

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 confident that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months.

Results of Operation
--------------------

The Company has had no operations during this reporting period. During the
quarterly period covered by this report, the Company received no revenue and
incurred expenses of $2,573 stemming from general and administrative
expenditures.

Liquidity
---------

As of December 31, 2003 the Company had total current assets of $553 and total
liabilities of $13,196.

ITEM 3.  CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 ( c ) of the Securities Exchange Act of 1934 ) as of
December 31, 2003 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed , summarized and reported within the time periods specified by the
SEC' s rules and forms, particularly during the period in which this quarterly
report has been prepared.

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to December 31, 2003 the date of their most recent
evaluation of such controls, and that there was no significant deficiencies or
material weaknesses in the registrant's internal controls.

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGE IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         3.1.1*   Articles of Incorporation dated June 5, 1998
         3.1.2*   Articles of Amendment dated August 31, 1999
         3.2*     Bylaws
         99.1     Section 906 Certification of CEO
         99.2     Section 906 Certification of CFO
         --------------
         * Previously filed as an exhibit to the Company's Form 10-SB as filed
         January 6, 2003

                                       4
<PAGE>

(b)      Reports on Form 8-K filed during the three months ended December 31,
         2003.

         No Current Reports on Form 8-K were filed during the three months ended
         December 31, 2003



SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  February 20, 2004                     Armor Enterprises, Inc.

                                             /s/ Peter Braun
                                             ----------------------------------
                                             Peter Braun
                                             President

CERTIFICATIONS

I, Peter Braun, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Armor
         Enterprises, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have :

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

                                       5
<PAGE>

         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  date"); and
         (c)      Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         registrant's board of directors:

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls, and
         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation including
         any corrective actions with regard to significant deficiencies and
         material weaknesses.

Date : February 20, 2004


/s/ Peter Braun
----------------------------
Peter Braun
President

                                       6