Form 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549

(Mark One)
[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended ..........................................................................................
[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ..............................................to.........................................
Commission file number :333-62994



|Florida
(State or jurisdiction of
incorporation or organization)                 | 41-1964282
(I.R.S. Employer
Identification No.)
|-------------------------------------------------------------------------------- | -----------------------------------------------
|1016 Shore Acres Drive, Leesburg, Florida 34748 (800) 769-1037                  
|(Address and telephone number of principal executive offices)                   
|1016 Shore Acres Drive, Leesburg, Florida 34748                                 
|(Address of principal place of business or intended principal place of business)

Check whether the issuer

> (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and 
> (2) has been subject to such filing requirements for the past 90 days. Yes X No........

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes......No........

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: 6,300,400 shares outstanding at June 30, 2003
Transitional Small Business Disclosure Format (check one);
Yes......No X

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.



BALANCE SHEET

AS OF AND FOR THE PERIODS ENDED JUNE 30, 2003

AND JUNE 30, 2002

(UNAUDITED)



ASSETS

|                 | June 30, 2003 | June 30,2002
|---------------- | ------------- | ------------
|Current Assets:  |               |             
|Cash             | $1,340        | $4,050      
|Prepaid Expenses | -             | -           
|TOTAL ASSETS     | $1,340        | $4,062      
|                 | ==========    | ==========  





LIABILITIES AND SHAREHOLDERS' EQUITY



|Current Liabilities:                                                                                                               |         |        
|---------------------------------------------------------------------------------------------------------------------------------- | ------- | -------
|Accounts Payable                                                                                                                   | $1,040  | $58    
|Total Current Liabilities                                                                                                          | 1,0400  | 58     
|                                                                                                                                   |         |        
|Shareholders' Equity:                                                                                                              |         |        
|Common shares, No Par Value 80,000,000 and 30,000,000 shares authorized; and 6,309,400 and 8,863,400 shares issued and outstanding | 227,352 | 248,622

|Preferred stock, $.0 Par Value, 1,000 shares authorized; and -0- shares issued and outstanding | -         | -        
|---------------------------------------------------------------------------------------------- | --------- | ---------
|Additional paid in capital                                                                     |           |          
|                                                                                               |           |          
|Retained earnings (Deficit)                                                                    | (227,352) | (244,628)
|TOTAL SHAREHOLDERS' EQUITY                                                                     | 300       | 3,994    
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                     | $1,340    | $  4,052 
|                                                                                               | ========= | ======== 





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







BERNARD, ALLAN & EDWARDS, INC.

STATEMENT OF OPERATIONS

AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2003

AND JUNE 30, 2002

(UNAUDITED)



|                                                     | Six Months Ended | Six Months Ended
|---------------------------------------------------- | ---------------- | ----------------
|                                                     | June 30, 2003    | June 30,2002    
|REVENUES:                                            |                  |                 
|Interest Income                                      | $0               | $101            
|TOTAL REVENUES                                       | 0                | 101             
|EXPENSES:                                            |                  |                 
|Salaries                                             | 3,540            | 14,130          
|Regulatory Fees                                      | 150              | 22,458          
|Professional Expenses                                | 3,545            | 57,901          
|Other Expenses                                       | 685              | 14,326          
|                                                     |                  |                 
|TOTAL EXPENSES                                       | 7,920            | 86,789          
|                                                     |                  |                 
|Income (Loss) Before Income Taxes                    | ( 7,920 )        | ( 86,688 )      
|                                                     |                  |                 
|Provision for Income Taxes                           | 0                | 0               
|                                                     |                  |                 
|                                                     |                  |                 
|Net Income (Loss)                                    | $( 7,920 )       | $( 86,688 )     
|                                                     | ============     | ===========     
|Net Income (Loss) per Share of Common Stock          |                  |                 
|Basic                                                | $(0.00)          | $(0.00)         
|                                                     | ==========       | ===========     
|Diluted                                              | $(0.00)          | $(0.00)         
|                                                     | ==========       | ==========      
|Weighted Average Number of Common Shares Outstanding |                  |                 
|Basic                                                | 6,083,733        | 5,292,000       
|                                                     | ==========       | ==========      
|Diluted                                              | 6,637,953        | 5,846,220       
|                                                     | ==========       | ==========      





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











BERNARD, ALLAN & EDWARDS, INC.

STATEMENT OF OPERATIONS

AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2003

AND JUNE 30, 2002

(UNAUDITED)



|                                                     | Six Months Ended | Six Months Ended
|---------------------------------------------------- | ---------------- | ----------------
|                                                     | June 30, 2003    | June 30,2002    
|REVENUES:                                            |                  |                 
|Interest Income                                      | $0               | $41             
|TOTAL REVENUES                                       | 0                | 41              
|EXPENSES:                                            |                  |                 
|Salaries                                             | 1,500            | 810             
|Regulatory Fees                                      | 150              | 432             
|Professional Expenses                                | 2,445            | 50,348          
|Other Expenses                                       | 648              | 13,173          
|TOTAL EXPENSES                                       | 4,743            | 64,763          
|Income (Loss) Before Income Taxes                    | ( 4,473 )        | ( 64,722 )      
|                                                     |                  |                 
|Provision for Income Taxes                           | 0                | 0               
|                                                     |                  |                 
|                                                     |                  |                 
|Net Income (Loss)                                    | $( 4,743 )       | $( 64,722 )     
|                                                     | ============     | ===========     
|Net Income (Loss) per Share of Common Stock          |                  |                 
|Basic                                                | $(0.00)          | $(0.00)         
|                                                     | ==========       | ===========     
|Diluted                                              | $(0.00)          | $(0.00)         
|                                                     | ==========       | ==========      
|Weighted Average Number of Common Shares Outstanding |                  |                 
|Basic                                                | 6,083,733        | 5,292,000       
|                                                     | ==========       | ==========      
|Diluted                                              | 6,637,953        | 5,846,220       
|                                                     | ==========       | ==========      





3



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



BERNARD, ALLAN & EDWARDS, INC.

STATEMENT OF CASH FLOWS

AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2003

AND JUNE 30, 2002

(UNAUDITED)





|                                                                                                  | Six Months Ended | Six Months Ended
|------------------------------------------------------------------------------------------------- | ---------------- | ----------------
|                                                                                                  | June 30, 2003    | June 30, 2002   
|Cash Flows from Operating Activities:                                                             |                  |                 
|Net Income (Loss)                                                                                 | $( 7,920 )       | $( 86,688 )     
|Adjustment to Reconcile Net Income (Loss) to Net Cash (Used In) Provided by Operating Activities: |                  |                 
|Increase in Accounts Payable                                                                      | 984              |                 
|                                                                                                  |                  |                 
|Adjustments not requiring outlay of cash:                                                         |                  |                 
|                                                                                                  |                  |                 
|Common Shares Issued for Compensation                                                             | 4,040            | 66,626          
|                                                                                                  |                  |                 
|Net Cash (Used In) Operating Activities                                                           | (2,896)          | (20,006)        
|                                                                                                  |                  |                 
|                                                                                                  |                  |                 
|Cash Flows from Investing Activities:                                                             |                  |                 
|Net Cash (Used In) Investing Activities                                                           | 0                | 0               
|                                                                                                  |                  |                 
|Cash Flows from Financing Activities:                                                             |                  |                 
|Net Cash Provided by Financing Activities                                                         | 2,500            | 0               
|                                                                                                  |                  |                 
|Net Increase (Decrease) in Cash and Cash Equivalents                                              | (396 )           | (20,006)        
|                                                                                                  |                  |                 
|Cash and Cash Equivalents                                                                         |                  |                 
|at Beginning of Period                                                                            | 1,736            | 24,056          
|                                                                                                  |                  |                 
|Cash and Cash Equivalents                                                                         |                  |                 
|at End of Period                                                                                  | $1,340           | $4,050          
|                                                                                                  | ========         | ========        







BERNARD, ALLAN & EDWARDS, INC.

STATEMENT OF CASH FLOWS

AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2003

AND JUNE 30, 2002

(UNAUDITED)





|                                                                                                  | Six Months Ended | Six Months Ended
|------------------------------------------------------------------------------------------------- | ---------------- | ----------------
|                                                                                                  | June 30, 2003    | June 30, 2002   
|Cash Flows from Operating Activities:                                                             |                  |                 
|Net Income (Loss)                                                                                 | $( 4,743 )       | $( 64,722 )     
|Adjustment to Reconcile Net Income (Loss) to Net Cash (Used In) Provided by Operating Activities: |                  |                 
|Increase in Accounts Payable                                                                      | 40               | (4,644)         
|                                                                                                  |                  |                 
|Adjustments not requiring outlay of cash:                                                         |                  |                 
|                                                                                                  |                  |                 
|Common Shares Issued for Compensation                                                             | 2,000            | 53,306          
|                                                                                                  |                  |                 
|Net Cash (Used In) Operating Activities                                                           | (2,703)          | (16,060)        
|                                                                                                  |                  |                 
|                                                                                                  |                  |                 
|Cash Flows from Investing Activities:                                                             |                  |                 
|Net Cash (Used In) Investing Activities                                                           | 0                | 0               
|                                                                                                  |                  |                 
|Cash Flows from Financing Activities:                                                             |                  |                 
|Net Cash Provided by Financing Activities                                                         | 2,500            | 0               
|                                                                                                  |                  |                 
|Net Increase (Decrease) in Cash and Cash Equivalents                                              | (203 )           | (16,060)        
|                                                                                                  |                  |                 
|Cash and Cash Equivalents                                                                         |                  |                 
|at Beginning of Period                                                                            | 1,543            | 20,110          
|                                                                                                  |                  |                 
|Cash and Cash Equivalents                                                                         |                  |                 
|at End of Period                                                                                  | $1,340           | $4,050          
|                                                                                                  | ========         | ========        









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

BERNARD, ALLAN & EDWARDS, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

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

THROUGH JUNE 30, 2003





|                                                                                            |           |           |             |           | ADDITIONAL PAID-IN CAPITAL | RETAINED EARNINGS DEFICIT
|------------------------------------------------------------------------------------------- | --------- | --------- | ----------- | --------- | -------------------------- | -------------------------
|                                                                                            | PREFERRED | STOCK     | COMMON      | STOCK     |                            |                          
|                                                                                            | 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                    | (267,691)                
|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)                  | 267,691                  
|Issuance of shares for services                                                             |           |           | 775,200     | 117,270   |                            |                          
|Net income (loss) for year                                                                  |           |           |             |           |                            | (161,410)                
|                                                                                            |           |           |             |           |                            |                          
|BALANCE                                                                                     |           |           |             |           |                            |                          
|December 31, 2001 (audited)                                                                 | 0         | $0        | 3,199,800   | $269,039  | $0                         | ($176,431)               
|Issuance of shares for services                                                             |           |           | 333,000     | 13,322    |                            |                          
|Net Income (loss) for period                                                                |           |           |             |           |                            | (9,015)                  
|                                                                                            |           |           |             |           |                            |                          
|BALANCE                                                                                     |           |           |             |           |                            |                          
|March 31, 2002                                                                              | 0         | $0        | 3,532,800   | 282,361   | $0                         | (185,446)                
|                                                                                            |           |           |             |           |                            |                          
|April 11, 2002                                                                              |           |           |             |           |                            |                          
|Spin off of Bernard, Allan & Edwards Securities, Inc. to shareholders May 18, 2002          |           |           |             | (87,045)  |                            | 5,540                    
|Issued 4,100,000 shares in an S-8 registration for consulting and other corporate services. |           |           | 4,100,000   | 41,000    |                            |                          
|Issued shares in a one for three forward split                                              |           |           | 1,177,600   | 11,776    |                            |                          
|Issuance of shares for services                                                             |           |           | 53,200      | 528       |                            |                          
|Net income (loss) for period                                                                |           |           |             |           |                            | (64,722)                 
|                                                                                            |           |           |             |           |                            |                          
|BALANCE                                                                                     |           |           |             |           |                            |                          
|June 30, 2002.                                                                              |           |           | 8,863,400   | $248,622  | $-                         | (244,628)                
|                                                                                            |           |           |             |           |                            |                          
|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 year                                                                   |           |           |             |           |                            | (94,332)                 
|                                                                                            |           |           |             |           |                            |                          
|BALANCE                                                                                     |           |           |             |           |                            |                          
|December 31, 2002 (audited)                                                                 | $-        | $-        | 5,546,600   | $220,992  | $-                         | $(219,312)               
|Issuance of shares for services                                                             |           |           | 204,000     | 2,040     |                            |                          
|Net income(loss) for period                                                                 |           |           |             |           |                            | (3,177)                  
|BALANCE                                                                                     |           |           |             |           |                            |                          
|March 31, 2003                                                                              | $-        | $-        | 5,750,400   | $220,992  | $-                         | $(219,312)               
|Sale of Shares                                                                              |           |           | 350,000     | 2,500     |                            |                          
|Issuance of shares for services                                                             |           |           | 200,000     | 2,000     |                            |                          
|Net Income (loss) for period                                                                |           |           |             |           |                            | (3,177)                  
|                                                                                            |           |           |             |           |                            |                          
|BALANCE                                                                                     |           |           |             |           |                            |                          
|June 30, 2003                                                                               |           |           | 6,300,400   | 227,532   |                            | (227,232)                







The accompanying notes are an integral partof these financial statements.



BERNARD, ALLAN & EDWARDS, INC.

NOTES TO  FINANCIAL STATEMENTS

AS OF AND FOR THE PERIODS ENDED JUNE, 2003

AND JUNE 30, 2002

(UNAUDITED)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 June 30, 2003 and June 30, 2002, 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.





BERNARD, ALLAN & EDWARDS, INC.

NOTES TO  FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIODS ENDING JUNE 30, 2003

AND JUNE 30, 2003





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.

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.





BERNARD, ALLAN & EDWARDS, INC.

NOTES TO  FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIODS ENDING JUNE 30, 2003

AND JUNE 30, 2002





NOTE 4 - INCOME TAXES

Significant components of deferred income taxes are as follows:

| | Net Operating Loss       | $ 227,232     
| | ------------------------ | --------------
| |                          |               
| | Total Deferred Tax Asset | 91,000        
| | Less Valuation Allowance | 91,000        
| | 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 $91,000 as of June 30, 2003 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 June 30, 2003, the Company had a consolidated net operating loss carry forward of $227,232.  The net operating loss can be carried forward to offset future taxable income and will expire between December 31, 2020 and December 31, 2023.

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.  On August 6, 2002, the Board of Directors extended the expiration date of the 200,000 warrants to February 14, 2006.









BERNARD, ALLAN & EDWARDS, INC.

NOTES TO  FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIODS ENDING JUNE 30,  2003

AND JUNE 30, 2002





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, 2002 and 2003, 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 the 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.  Bernard, Allan & Edwards, the registrant, was not named as a party in the statement of claim. In April 2002 the subsidiary was spun-off from the registrant and the registrant has no reasonable belief of any actual or contingent liability from that claim.





BERNARD, ALLAN & EDWARDS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIODS ENDING JUNE 30, 2003

AND JUNE 30, 2002







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 shares held in trust were cancelled and are no longer outstanding.

NOTE 10 - COMMON STOCK 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 2. Management's Plan of Operation.

On April 11, 2002 the Board of Directors of Bernard, Allen & Edwards, recommended, and the shareholders approved, a spin-off of Bernard, Lee & Edwards Securities, Inc. to the shareholders of record of Bernard, Allen & Edwards, Inc.  The board of directors of Bernard, Lee & Edwards Securities, Inc. on April 15, 2002 notified its clearing broker, JB Oxford & Co. of its intention to discontinue its operations on May 15, 2002.

Since May 15, 2002 Bernard, Allan & Edwards has no operating subsidiaries and no source of revenue.

Liquidity

At June 30, 2003 Bernard, Allan & Edwards had $1,340 in cash and cash equivalents and no trade receivables.

Due to the disposition of the companys only operating subsidiary in May 2002 the company has had no operating income since that time.

|                  | Three Months Ended
June 30, 2002 | Three Months Ended
June 30, 2003
|----------------- | -------------------------------- | --------------------------------
|Commission Income | $0                               | $0                              
|Trading Income    | 0                                | 0                               
|Interest income   | 0                                | 0                               
|Other Income      | 0                                | 0                               
|TOTAL REVENUE     | $0                               | $0                              

Although the company has no source of revenues it also does not have any recurring cash expenses except as may be required for professional accounting costs and fees related to SEC filings, such as this report.  The company intends to satisfy its cash needs by making small non-public offerings of its common stock to management or existing shareholders on a case by case basis. We anticipate paying non-accounting professional and consulting fees, if any, in common stock.

Managements plan of operation for the next several months is to seek a business combination with an operating company.

Item 3.   Controls and Procedures

As of the last day of the period covered by this report, an evaluation was performed by management under the supervision and with the participation of the Companys Chief Executive Officer ("CEO")/ Chief Financial Officer ("CFO") of the effectiveness of the Companys disclosure controls and procedures. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding managements control objectives. Based on that evaluation, the Companys CEO/CFO concluded that the Companys disclosure controls and procedures were effective in timely alerting them to material information required to be disclosed by the Company in the reports that it files or submits under the exchange Act and in assuring the Company that such information is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms. There were no material changes in the Companys internal controls over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



PART II--OTHER INFORMATION



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Item 1. Legal Proceedings
None



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Item 2. Changes in Securities and Use of Proceeds

> Bernard, Allan & Edwards, Inc. issued the following securities in lieu of cash compensation and without registration under the Securities Act during the period from January 1, 2003 to June 30, 2003.

|Date              | Title  | Number of Shares | Price per Share | Purchaser                 
|----------------- | ------ | ---------------- | --------------- | --------------------------
|January 31, 2003  | Common | 50,000           | $0.01           | Michael McLaughlin        
|February 28, 2003 | Common | 50,000           | $0.01           | Michael McLaughlin        
|March 31, 2003    | Common | 50,000           | $0.01           | Peter Amaral              
|March 31, 2003    | Common | 4,000            | $0.01           | James Oberst              
|March 31, 2003    | Common | 50,000           | $0.01           | Michael McLaughlin        
|April 8, 2003     | Common | 100,000          | $0.01           | Heartland Industries, Inc.
|April 30, 2003    | Common | 50,000           | $0.01           | Michael McLaughlin        
|May 19, 2003      | Common | 50,000           | $0.01           | Heartland Industries, Inc.
|May 31, 2003      | Common | 50,000           | $0.01           | Michael McLaughlin        
|May 31, 2003      | Common | 50,000           | $0.01           | Peter Amaral              
|June 24, 2003     | Common | 200,000          | $0.005          | Heartland Industries, Inc.
|June 30, 2003     | Common | 50,000           | $0.01           | Michael McLaughlin        

> 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 issuer, 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.

> The following information is being provided pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933.

> This use of proceeds information relates to the registration statement which became effective on February 14, 2002, Commission File No. 333-62994. The self-underwritten offering described in that registration statement has not commenced because the issuer has not completed at the date of this report all the steps necessary to have its securities quoted on the NASDAQ OTCBB.

> The issuer, Bernard, Allan & Edwards, Inc., did not incur from the effective date of the registration statement to the ending date of the report period any expenses for its account in connection with the issuance and distribution of the securities registered.



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Item 3. Defaults upon Senior Securities



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Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the period covered by the ending date of this report.

Item 5. Other Information.

> NA

Item 6. Exhibits and Reports on Form 8-K

|Exhibit 31 | Section 302 Certification
|---------- | -------------------------
|Exhibit 32 | Section 906 Certification

> No reports on Form 8-k were filed during this reporting period.

> 

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.

BERNARD, ALLAN & EDWARDS, INC.
(Registrant)

Date:January 9, 2004
/s/ Michael McLaughlin, CEO/CFO