FULLER, TUBB, POMEROY & STOKES
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
                      201 ROBERT S. KERR AVE., SUITE 1000
                            OKLAHOMA CITY, OK 73102
G.M.  FULLER  (1920-1999)                               TELEPHONE:  405-235-2575
JERRY TUBB                                              FACSIMILE: 405-232-8384
DAVID  POMEROY
TERRY  STOKES
   --------

OF  COUNSEL:
MICHEL  A.  BICKFORD                                     THOMAS J. KENAN E-MAIL:
THOMAS  J.  KENAN                                             kenan@ftpslaw.com
ROLAND  TAGUE
DAN  M.  PETERS
                                February 19, 2004



Securities  and  Exchange  Commission
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

     Re:     Amendment  1  to  Quarterly  Report  on  Form  10-QSB
             for  the  period  ended  December  31,  2003
             Filed  February  19,  2004
             Radale  Imports,  Inc.
             Commission  File  No.  000-49708

Gentlemen:

The  attached Amendment No. 1 to Form 10-QSB is being filed for the sole purpose
of adding the date to the signature page (page 10) and all four exhibits.  There
are  no  other  changes  in  the  document.

If  there  are  questions  or matters that could be resolved more effectively by
telephone,  please  call  me  at  405-235-2575.  My  fax number is 405-232-8384.

Sincerely,


/s/  Thomas  J.  Kenan

Thomas  J.  Kenan

Attachment

cc:  Ken  Swanson,  President  (w/enclosure)
     J.H.  Cohn  LLP  (w/enclosure)



<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          AMENDMENT NO 1 TO FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 31, 2003

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from ________ to ________


                              Radale Imports, Inc.
             (Exact name of registrant as specified in its charter)

  California                       000-49708                       33-0684067
  (state of                (Commission File Number)              (IRS Employer
incorporation)                                                    I.D. Number)

                                 P. O. Box 1990
                            Rancho Santa Fe, CA 92067
                                  858-756-3011
            -------------------------------------------------------
            (Address and telephone number of registrant's principal
               executive offices and principal place of business)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding twelve months (or for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  [X]  No  [ ]

As  of February 11, 2004, there were 2,138,150 shares of the Registrant's Common
Stock,  par  value  $0.001  per  share,  outstanding.

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



<PAGE>


Item  1.          Financial  Statements
                                                                            PAGE

CONDENSED  BALANCE  SHEETS
     DECEMBER  31,  2003  (UNAUDITED)  AND  MARCH  31,  2003                   3

CONDENSED  STATEMENTS  OF  OPERATIONS
     THREE  AND  NINE  MONTHS  ENDED  DECEMBER  31,  2003  AND  2002
     AND  PERIOD  FROM  AUGUST  18,  1995  (DATE  OF  INCEPTION)
     THROUGH  DECEMBER  31,  2003  (UNAUDITED)                                 4

CONDENSED  STATEMENTS  OF  CASH  FLOWS
     NINE  MONTHS  ENDED  DECEMBER  31,  2003  AND  2002  AND  PERIOD
     FROM  AUGUST  18,  1995  (DATE  OF  INCEPTION)
     THROUGH  DECEMBER  31,  2003  (UNAUDITED)                                 5

NOTES  TO  UNAUDITED  CONDENSED  FINANCIAL  STATEMENTS                         6
















                                        2

<PAGE>
                              RADALE IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            CONDENSED BALANCE SHEETS
                DECEMBER 31, 2003 (Unaudited) AND MARCH 31, 2003

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                    December  31,    March  31,
                                                        2003            2003
                                                    -------------    ----------
                                                     (Unaudited)
<S>                                                 <C>              <C>
Current  assets  -  cash                            $        60      $      439

Related  party  receivables,  net  of  reserve
  for  doubtful  accounts  of  $227,286                       -               -
                                                    -----------      ----------

      Total  assets                                 $        60      $      439
                                                    ===========      ==========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

Current  liabilities:
  Accounts  payable                                 $    29,580      $   28,855
  Borrowings  under  line  of  credit                    32,844          32,886
  Related  party  payables                              768,171         698,540
                                                    -----------      ----------
      Total  liabilities                                830,595         760,281
                                                    -----------      ----------

Commitment

Stockholders'  deficiency:
  Preferred  stock,  $.001  par  value;
    10,000,000 shares authorized; none issued                 -               -
  Common  stock,  $.001  par  value;  40,000,000
    shares authorized;  2,138,150  shares  issued
    and  outstanding                                      2,138           2,138
  Additional  paid-in  capital                          168,853         168,853
  Deficit accumulated during the development stage   (1,001,526)       (930,833)
                                                    -----------      ----------
      Total  stockholders'  deficiency                 (830,535)       (759,842)
                                                    -----------      ----------

      Total  liabilities  and
        stockholders' deficiency                    $        60      $      439
                                                    ===========      ==========
</TABLE>


             See Notes to Unaudited Condensed Financial Statements.

                                        3
<PAGE>
                              RADALE IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED STATEMENTS OF OPERATIONS
             THREE AND NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002
              AND PERIOD FROM AUGUST 18, 1995 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2003
                                  (Unaudited)

<TABLE>
<CAPTION>
                                      Three  Months  Ended     Nine  Months  Ended      Cumulative
                                          December  31,             December  31,          from
                                    -----------------------   -----------------------
                                       2003          2002         2003        2002       Inception
                                    ----------   ----------   ----------   ----------   ----------
Operating  expenses:
<S>                                 <C>          <C>          <C>          <C>          <C>
  General and administrative        $    4,476   $    3,178   $   15,222   $   11,079   $   714,807
  Depreciation and amortization                                                               7,698
                                    ----------   ----------   ----------   ----------   -----------
      Totals                             4,476        3,178       15,222       11,079       722,505
                                    ----------   ----------   ----------   ----------   -----------

Loss  from  operations                  (4,476)      (3,178)     (15,222)     (11,079)     (722,505)
                                    ----------   ----------   ----------   ----------   -----------

Other  (income)  expense:
  Interest  income                                                                          (50,836)
  Interest expense                      19,275       17,634       55,471       49,750       329,857
                                    ----------   ----------   ----------   ----------   -----------
      Totals                            19,275       17,634       55,471       49,750       279,021
                                    ----------   ----------   ----------   ----------   -----------

Net  loss                           $  (23,751)  $  (20,812)  $  (70,693)  $  (60,829)  $(1,001,526)
                                    ==========   ==========   ==========   ==========   ===========

Net loss per common share - basic   $     (.01)  $     (.01)  $     (.03)  $     (.03)
                                    ==========   ==========   ==========   ==========

Basic  weighted average number
  of common  shares                  2,138,150    2,138,150    2,138,150    2,099,059
                                    ==========   ==========   ==========   ==========
</TABLE>



             See Notes to Unaudited Condensed Financial Statements.

                                        4
<PAGE>
                              RADALE IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED STATEMENTS OF CASH FLOWS
                NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002 AND
                PERIOD FROM AUGUST 18, 1995 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2003
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                      Cumulative
                                                                        from
                                                2003       2002        Inception
                                              ---------  ---------  ------------
Operating  activities:
<S>                                           <C>        <C>        <C>
  Net  loss                                   $(70,693)  $(60,829)  $(1,001,526)
  Adjustments to reconcile net loss to net
    cash used  in  operating  activities:
    Provision  for  uncollectible  related
      party receivables  including  accrued
      interest                                                          227,286
    Depreciation  and  amortization                                       7,698
    Common  stock  issued  for  services                    5,000        21,191
    Changes in operating assets
      and liabilities:
      Other  assets                                                      (1,105)
      Accounts  payable                            725    (10,348)       29,580
      Interest  receivable  from
        related parties                                                 (50,836)
      Interest payable to related parties       53,131     47,175       321,507
                                              --------   --------   -----------
        Net cash used in
        operating  activities                  (16,837)   (19,002)     (446,205)
                                              --------   --------   -----------

Investing  activities:
  Purchase  of  property  and  equipment                                 (6,593)
  Advances  to  related  parties                                       (176,450)
                                                                    -----------
        Net  cash  used  in
        investing  activities                                          (183,043)
                                                                    -----------

Financing  activities:
  Net proceeds from loans payable
    to related party                            16,500     18,500       446,664
  Net  proceeds  from  (payment  on)
    line  of  credit                               (42)       184        32,844
   Proceeds  from  issuance
    of  common  stock                                                   149,800
  Cash  overdraft                                             108
                                              --------   --------   -----------
        Net  cash  provided  by
        financing  activities                   16,458     18,792       629,308
                                              --------   --------   -----------

Net  increase  (decrease)  in  cash               (379)      (210)           60

Cash,  beginning  of  period                       439        210             -
                                              --------   --------   -----------

Cash,  end  of  period                        $     60   $      -   $        60
                                              ========   ========   ===========
</TABLE>



             See Notes to Unaudited Condensed Financial Statements.

                                        5
<PAGE>
                              RADALE IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Note 1 - Unaudited  interim  financial  statements:
            The accompanying unaudited  condensed financial statements of Radale
            Imports, Inc. (the  "Company") have been prepared in accordance with
            accounting principles  generally accepted  in  the  United States of
            America 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  accounting   principles
            generally  accepted  in  the United States  of America  for complete
            financial statements. In the  opinion of management, all adjustments
            (consisting of normal recurring accruals) considered  necessary  for
            a  fair  presentation have been included.  Operating results for the
            three  and  nine months ended December 31,  2003 are not necessarily
            indicative of the results that may be expected for  the  year ending
            March 31, 2004. The unaudited condensed  financial statements should
            be read in conjunction with the  audited  financial  statements  and
            footnotes thereto included in the Company's  March 31,  2003  Annual
            Report  on  Form  10-KSB.

Note 2 - Business  organization  and  policies:
            Use  of  estimates:
               The  preparation  of  financial  statements  in  conformity  with
               accounting  principles generally accepted in the United States of
               America  requires  management  to  make estimates and assumptions
               that affect reported amounts and disclosures. Accordingly, actual
               results  could  differ  from  those  estimates.

            Earnings  (loss)  per  share:
               The  Company  follows  the  provisions  of Statement of Financial
               Accounting  Standards  No.  128, Earnings per Share ("SFAS 128").

               Basic  earnings (loss) per common share is calculated by dividing
               net  income  or  loss applicable to common shares by the weighted
               average  number  of  common shares outstanding during the period.
               The  calculation  of diluted earnings per common share is similar
               to  that of basic earnings per common share, except that dilutive
               earnings per common share reflects the amount of earnings for the
               period available to each share of common stock outstanding during
               the  reporting  period,  while  giving  effect  to  all  dilutive
               potential  common  shares that were outstanding during the period
               such  as  common  shares  that  could  result  from the potential
               exercise  or conversion of securities and debt into common stock.
               There  are  potentially no dilutive common shares outstanding for
               the  three  and  nine  months  ended  December 31, 2003 and 2002.


                                        6
<PAGE>

                              RADALE IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Note 3 - Basis  of  presentation:

       The accompanying financial statements  have  been  prepared in conformity
       with accounting  principles generally  accepted  in  the United States of
       America which  contemplate continuation of the Company as a going concern
       and the realization of the  Company's  assets and the satisfaction of its
       liabilities in the normal course of business.  As  of  December 31, 2003,
       the Company has an accumulated deficit of $1,001,526, and a stockholders'
       and working capital deficiency of  $830,535.   Management plans to obtain
       the additional funds to enable the Company to continue as a going concern
       through the sale of equity securities to private investors  pursuant to a
       private  placement  memorandum. Due to the Company's recurring losses and
       stockholders' deficiency, there can be no assurance that the Company will
       be able  to obtain  the  additional funds, which may impact the Company's
       ability  to  continue  as a going concern.   The  accompanying  financial
       statements do not include  any  adjustments related to the recoverability
       and  classification  of  assets  or  the  amounts  and classification  of
       liabilities  that  might  be  necessary  should  the Company be unable to
       continue its operations as a going  concern.


Note 4 - Related  party  receivables,  net:
       Related  party  receivables  of $227,286 as of  December 31, 2003 include
       accrued  interest  of  $50,836.   The  receivables  arose  from  periodic
       borrowings from  the Company  by  stockholders and officers.  All  unpaid
       amounts were due  no  later  than  March  31,  2001, and are currently in
       default. The repayment of the principal and all accrued interest has been
       guaranteed by the  Company's principal stockholder. As a consideration to
       the stockholder for the guarantee, the debtors pledged their stock to the
       principal   stockholder.   Currently,  the  Company  has  not   commenced
       collection of the  receivables.  Because  of  the  uncertainty  about the
       collectability of the  receivables, no interest income was accrued in the
       three and nine  month periods ended December 31, 2003 and 2002. The total
       receivables  including  accrued  interest  of  $227,286  have  been fully
       reserved  through  a   provision  charged  to  operations  in   the  year
       ended  March  31,  2001.


Note 5 - Related  party  payables:
       Related party payables  as  of  December  31, 2003 totaled $768,171 which
       includes notes payable  of $446,664 and accrued interest of $321,507. The
       notes  bear interest  with rates ranging from 5% to 10% and are currently
       in default.



                                        7
<PAGE>

Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results  of     Operations

     The  following  discussion  and analysis should be read in conjunction with
the financial  statements  and the accompanying notes thereto for the three- and
nine-month  periods  ended December 31, 2003 and is qualified in its entirety by
the  foregoing  and  by more detailed financial information appearing elsewhere.
See  "Item  1.  Financial  Statements."  The  discussion  includes  management's
expectations  for  the  future.

     Such  expressions  of  expectation  are  not  historical  in nature and are
considered  forward-looking  statements  within   the  meaning  of  the  Private
Securities  Litigation  Reform  Act  of  1995.  Forward-looking  statements  are
subject  to  risks  and  uncertainties  that  may cause actual future results to
differ  materially  from those expressed in any forward-looking statement.  Such
risks  and uncertainties are discussed in the Risk Factors section of our Annual
Report on Form 10-KSB.  Copies of that filing may be obtained by contacting Anne
Ash of our company at P. O. Box 1990, Rancho Santa Fe, CA 92067, telephone (858)
756-3011.

Plan  of  Operations  for  the  Next  Twelve  Months

     Our  current  business  plan  is  to  seek, investigate, and, if warranted,
acquire  one  or  more  properties  or  businesses,  and to pursue other related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may  be  made by purchase, merger, exchange of stock, or otherwise,
and  may  encompass  assets  or  a business entity, such as a corporation, joint
venture, or partnership. We have no capital, and it is unlikely that we  will be
able  to take advantage of more than one such business opportunity. We intend to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term  earnings.

     We  are  in  the  development  stage and, since inception, have experienced
significant  liquidity  problems  and have no capital resources or stockholders'
equity.  We have current assets in the form of cash of only $60, total assets of
$60  and  current  liabilities  of  $830,595.

     We  propose to carry out our plan of business as discussed above. We cannot
predict  to  what extent its lack of liquidity and capital resources will impair
the  consummation  of  a  business  combination or whether we will incur further
operating  losses  through  any business entity which we may eventually acquire.

     For  the current fiscal year, we anticipate incurring a loss as a result of
legal  and  accounting expenses, expenses associated with registration under the
Securities  Exchange  Act  of  1934,  and  expenses associated with locating and
evaluating  acquisition  candidates.   We  anticipate  that   until  a  business
combination  is  completed  with  an acquisition candidate, it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing  a  business  combination,  depending  upon  the  performance  of the
acquired  business.


                                        8
<PAGE>

Need  for  Additional  Financing
--------------------------------

     We  do  not  have capital sufficient to meet our cash needs during the next
twelve  months,  including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934.  We will have to seek loans
or  equity placements to cover such cash needs.  Due to our recurring losses and
stockholders'  deficiency,  there  can  be  no assurance that we will be able to
obtain the additional funds, which may impact our ability to continue as a going
concern.  The  accompanying  financial statements do not include any adjustments
related  to  the  recoverability and classification of assets or the amounts and
classification  of  liabilities  that  might be necessary should we be unable to
continue  operations as a going concern.  In the event we are able to complete a
business  combination  during this period, the lack of existing capital may be a
sufficient  impediment to prevent us from accomplishing the goal of completing a
business combination. There is no assurance, however, that without funds we will
ultimately  be  able  to  complete  a  business  combination.  Once  a  business
combination  is  completed,  our  needs  for  additional financing are likely to
increase  substantially.

     No  commitments to provide additional funds have been made by management or
other  stockholders.  Accordingly, there can be no assurance that any additional
funds will be available to the company to allow it to cover its expenses as they
may  be  incurred.

     Irrespective  of whether our cash assets prove to be inadequate to meet our
operational  needs,  we  might  seek  to  compensate  providers  of  services by
issuances  of  stock  in  lieu  of  cash.

Item  3.  Controls  and  Procedures

     Evaluation of disclosure controls and procedures. The Company's management,
with  the  participation  of  the  Company's  Chief  Executive Officer and Chief
Financial  Officer,  has evaluated the effectiveness of the Company's disclosure
controls  and  procedures as of December 31, 2003. Based on this evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's  disclosure  controls  and  procedures  are  effective  for gathering,
analyzing  and disclosing the information the Company is required to disclose in
the  reports it files under the Securities Exchange Act of 1934, within the time
periods  specified  in  the  SEC's  rules  and  forms.

     Changes  in  internal  controls.   There  were  no  significant  changes in
internal  controls or other factors that could significantly affect our internal
controls  subsequent  to  the  date  of  our  evaluation.


Item  6.  Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits

     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-QSB:


                                        9
<PAGE>

Exhibit
Number     Description  of  Exhibit
-------    ------------------------

3      -     Amended  and  Restated  Articles  of  Incorporation*

3.1    -     Bylaws*

31     -     Certification  of  Chief  Executive Officer pursuant  to  18 U.S.C.
             Section  1350,   as   adopted   pursuant  to  Section  302  of  the
             Sarbanes-Oxley Act of 2002.**

31.1   -     Certification of  Chief  Financial  Officer  pursuant to 18  U.S.C.
             Section 1350,  as   adopted  pursuant  to   Section  302   of   the
             Sarbanes-Oxley Act  of  2002.**

32     -     Certification  of  Chief Executive  Officer  pursuant  to 18 U.S.C.
             Section  1350,  as  adopted   pursuant  to  Section  906   of   the
             Sarbanes-Oxley Act of 2002.**

32.1   -     Certification  of  Chief  Financial  Officer  pursuant to 18 U.S.C.
             Section  1350,   as  adopted  pursuant  to  Section  906   of   the
             Sarbanes-Oxley Act  of  2002.**

     *Previously  filed  with  Form  10-QSB  Commission  file  number 000-49708;
      incorporated herein.

     **Previously filed with Form 10-QSB Commission file number 000-49708; EDGAR
     Accession number 0001060830-04-000047; incorporated herein.


(b)   Forms  8-K

      None

                                   SIGNATURES

     Pursuant  to  the  requirements of the Exchange Act of 1934, the Registrant
has  duly  caused  this  report  to  be  signed on its behalf by the undersigned
hereunto  duly  authorized.

Date:  February  17,  2004           Radale  Imports,  Inc.


                                     By:/s/  Lee  D.  Dodson
                                        ----------------------------------------
                                        Lee  D.  Dodson, Chief Executive Officer


                                       10
<PAGE>

                              RADALE IMPORTS, INC.

                          COMMISSION FILE NO. 000-49708


                                INDEX TO EXHIBITS

                         AMENDMENT NO. 1 TO FORM 10-QSB
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003



     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-QSB:

Exhibit
Number     Description  of  Exhibit
--------   ------------------------

3      -     Amended  and  Restated  Articles  of  Incorporation*

3.1    -     Bylaws*

31     -     Certification  of  Chief  Executive Officer pursuant  to  18 U.S.C.
             Section  1350,   as   adopted   pursuant  to  Section  302  of  the
             Sarbanes-Oxley Act of 2002.**

31.1   -     Certification of  Chief  Financial  Officer  pursuant to 18  U.S.C.
             Section 1350,  as   adopted  pursuant  to   Section  302   of   the
             Sarbanes-Oxley Act  of  2002.**

32     -     Certification  of  Chief Executive  Officer  pursuant  to 18 U.S.C.
             Section  1350,  as  adopted   pursuant  to  Section  906   of   the
             Sarbanes-Oxley Act of 2002.**

32.1   -     Certification  of  Chief  Financial  Officer  pursuant to 18 U.S.C.
             Section  1350,   as  adopted  pursuant  to  Section  906   of   the
             Sarbanes-Oxley Act  of  2002.**

     *Previously  filed  with  Form  10-QSB  Commission  file  number 000-49708;
      incorporated herein.

     **Previously filed with Form 10-QSB Commission file number 000-49708; EDGAR
     Accession number 0001060830-04-000047; incorporated herein.