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 August 31, 2002


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

                         For the transition period from

                          Commission File No. 000-29901

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

         Delaware                                              98-0220849
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                     9175 Mainwaring Rd., Sidney, BC V8L 1J9
                    (Address of Principal Executive Offices)

                                 (250) 656-4490
                           (Issuer's telephone number)

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of  August 31, 2002: 5,000,000 shares of common stock.

<PAGE>

Part I-- FINANCIAL INFORMATION

  Item 1. Financial Statements

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

  Item 3. Control and Procedures

Part II-- OTHER INFORMATION

  Item 1. Legal Proceedings

  Item 2. Changes in Securities

  Item 3. Defaults Upon Senior Securities

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

  Item 5. Other Information

  Item 6. Exhibits and Reports on Form 8-K

Signature


Item 1. Financial Information
- -----------------------------

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the six
months ended August 31, 2002 are not necessarily indicative of results that
may be expected for the year ending February 28, 2003. The financial statements
are presented on the accrual basis.

<PAGE>

                             BURNAM MANAGEMENT, INC

                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS



Page

Financial Statements:

  Balance Sheets                            1

  Statements of Operations                  2

  Statements of Cash Flows                  3

  Notes to Financial Statements           4-5





<PAGE>



                             BURNAM MANAGEMENT, INC

                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                 AUGUST 31, 2002

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                              August 31,      February 28,
                                                 2002             2002
                                              ---------       -----------
Assets
------
<S>                                           <C>              <C>
Incorporation costs                           $   210          $   210

         Total Assets                         $   210          $   210
                                              =======          =======


Liabilities and Stockholders' Equity
------------------------------------

Liabilities:                                       --               --
                                              -------          -------

         Total liabilities                    $    --          $    --
                                              -------          -------


Stockholders' Equity:
    Common stock, $.0001 par value,
      100,000,000 shares
      authorized, 5,000,000
      issued and outstanding                      210              210
    Deficit accumulated during the
      development stage                            --               --
                                              -------          -------

         Total stockholders' equity               210              210
                                              -------          -------

         Total Liabilities and
           Stockholders' Equity               $   210          $   210
                                              =======          =======

</TABLE>


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

                                       1

<PAGE>



                             BURNAM MANAGEMENT, INC

                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                            For the Period
                         For the      For the       For the     For the     March 3, 2000
                       Three Months Three Months  Six Months   Six Months     (Inception)
                          Ended        Ended         Ended       Ended         Through
                        August 31,   August 31,    August 31,   August 31,     August 31,
                          2002         2001          2002         2001           2002
                        -------      -------        -------      -------        -------

<S>                     <C>          <C>            <C>          <C>            <C>
Income                  $    --      $    --        $    --      $    --        $    --

Expenses                     --           --             --           --             --
                        -------      -------        -------      -------        -------

Net loss                $    --      $    --        $    --      $    --        $    --
                        =======      =======        =======      =======        =======

Net loss per share      $    --      $    --        $    --      $    --        $    --
                        =======      =======        =======      =======        =======

</TABLE>




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

                                        2


<PAGE>



                             BURNAM MANAGEMENT, INC

                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                               For the Period
                                   For the         For the      March 3, 2000
                                  Six Months      Six Months     (Inception)
                                     Ended          Ended          Through
                                   August 31,      August 31,     August 31,
                                      2002            2001          2002
                                   ---------       ---------    ------------
Cash Flows from
Operating Activities:
<S>                                <C>             <C>             <C>
  Net loss                         $      --       $      --       $    --
  Adjustment to
    reconcile net
    loss to net cash
    used by operating
    activities                            --              --            --
                                   ---------       ---------       -------

     Net cash used in
       operating activities               --              --            --
                                   ---------       ---------       -------

Cash Flows from
  Investing Activities:
    Capitalized
      incorporation costs                 --              --            --
                                   ---------       ---------       -------

Cash Flows from
  Financing Activities:
    Proceeds from issuance
      of common stock                     --              --            --
                                   ---------       ---------       -------

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

Increase (decrease) in cash
  and cash equivalents                    --              --            --

Cash and cash equivalents,
  beginning of period                     --              --            --
                                   ---------       ---------       -------

Cash and cash equivalents,
  end of period                    $      --       $      --       $    --
                                   =========       =========       =======

Interest paid                      $      --       $      --       $    --
                                   =========       =========       =======

Income taxes paid                  $      --       $      --       $    --
                                   =========       =========       =======

5,000,000 shares of common
  stock issued for costs
  of incorporating                 $      --       $      --       $   210
                                   =========       =========       =======

</TABLE>


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

                                        3

<PAGE>



                             BURNAM MANAGEMENT, INC

                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


1.   Summary of Significant Accounting Policies
     ------------------------------------------

     a.   Organization and Business Operations
          ------------------------------------

          Burnam Management, Inc. (a development stage company) was incorporated
          in Delaware on March 3, 2000 to serve as a vehicle to effect a merger,
          exchange of capital stock, asset acquisition or other business
          combination with a domestic or foreign private business. At August 31,
          2002, the Company had not yet commenced any formal business
          operations, and all activity to date relates to the Company's
          formation and proposed fund raising.

          The Company's ability to commence operations is contingent upon its
          ability to identify a prospective target business and raise the
          capital it will require through the issuance of equity securities,
          debt securities, bank borrowings or a combination thereof.

     b.   Use of Estimates
          ----------------

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

     c.   Cash and Cash Equivalents
          -------------------------

          For purposes of the statement of cash flows, the Company considers all
          highly liquid investments purchased with an original maturity of three
          months or less to be cash equivalents.

     d.   Income Taxes
          ------------

          The Company accounts for income taxes under the Financial Accounting
          Standards Board of Financial Accounting Standards No. 109, "Accounting
          for Income Taxes". Under Statement 109, deferred tax assets and
          liabilities are recognized for the future tax consequences
          attributable to differences between the financial statement carrying
          amounts of existing assets and liabilities and their

                                        4

<PAGE>


                             BURNAM MANAGEMENT, INC

                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements - Continued
-----------------------------------------

          respective tax basis. Deferred tax assets and liabilities are measured
          using enacted tax rates expected to apply to taxable income in the
          years in which those temporary differences are expected to be
          recovered or settled. Under Statement 109, the effect on deferred tax
          assets and liabilities of a change in tax rates is recognized in
          income in the period that includes the enactment date. There were no
          current and deferred income tax expenses or benefits due to the
          Company not having any material operations for the period ended August
          31, 2002.

     e.   Net Income (Loss) Per Share
          ---------------------------

          The net income (loss) per share calculation is based on the weighted
          average numbers of shares outstanding during the period.

2.   Stockholders' Equity
     --------------------

          The Company is authorized to issue 100,000,000 shares of common stock
          at $.0001 par value. The Company issued 5,000,000 shares to Gerald
          Ghini, a director of the Company, pursuant to Rule 506 for an
          aggregate consideration of $210.

          At inception, the Company issued 5,000,000 shares of its $.0001 par
          value common stock to an officer as reimbursement of organization
          costs paid by the officer. Fair value used for this transaction of
          $210 is based upon the actual cost of incorporation.

                                        5

<PAGE>

UPDATE MD&A

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

The Company will attempt to locate and negotiate with a business entity for
the combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange (the "business combination"). In most instances the target company will
wish to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company will be
successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses,
and it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another Inc. or entity.

It is anticipated that any securities issued in any such business combination
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, it will be undertaken
by the surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops,of which there is
no assurance.

The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Negotiations with a target
company will likely focus on the percentage of the Company which the target
company shareholders would acquire in exchange for their shareholdings. Although
the terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms. Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at such time.

The Company has entered into an agreement with Rick Plotnikoff, its sole
shareholder, to supervise the search for target companies as potential
candidates for a business combination. The agreement will continue until such
time as the Company has effected a business combination. Rick Plotnikoff has
agreed to pay all expenses of the Company until such time as a business
combination is effected, without repayment. Mr. Plotnikoff, is the sole officer
and director of the Company.

The Company does not anticipate expending funds itself for locating a target
company. Mr. Plotnikoff, the officer and director of the Company, provides his
services without charge or repayment. The Company will not borrow any funds to
make any payments to the Company's management, its affiliates or associates. If
Rick Plotnikoff stops or becomes unable to continue to pay the Company's
operating expenses, the Company may not be able to timely make its periodic
reports required under the Exchange Act nor to continue to search for an
acquisition target. In such event, the Company would seek alternative sources of
funds or services, primarily through the issuance of its securities.

Rick Plotnikoff may locate potential target companies for the Company and is
authorized to enter into any agreement with a potential target company binding
the Company. Rick Plotnikoff may provide assistance to target companies incident
to and following a business combination, and receive payment for such assistance
from target companies. The agreement with Rick Plotnikoff is not exclusive and
the Company may enter into similar agreements with other persons or entities.

The Board of Directors has passed a resolution which contains a policy that the
Company will not seek a business combination with any entity in which the
Company's officer, director, shareholders or any affiliate or associate serves
as an officer or director or holds any ownership interest.

Item 3. Controls and Procedures
---------------------------------

(a)  Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

(b)  Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.


                          PART II - OTHER INFORMATION


Item 1. Legal Proceedings

None

Item 2. Changes 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 of Form 8-K.

(a)  Exhibits

     31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

     32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b)  Reports of Form 8-K

     No reports on Form 8-K were filed during the quarter ended August 31, 2002.

<PAGE>

                                   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.

                                        BURNAM MANAGEMENT, INC.



Date:   April 23, 2004                  /s/ Rick Plotnikoff
                                        --------------------------------
                                        Rick Plotnikoff
                                        President and Director