<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                   For the fiscal year ended December 31, 2003
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

               For the transition period from ________ to ________

                         COMMISSION FILE NUMBER: 0-24269

                             THE HAVANA GROUP, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                                       34-1454529
-------------------------------------------               --------------------
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                       Identification No.)

        7090 Whipple Avenue, N.W.
               N. Canton, Ohio                                    44720
-------------------------------------------                   -------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number,
including area code:                                            (330) 244-8502
                                                                --------------
Former address:
5701 Mayfair Road, N. Canton, Ohio 44720

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

      Common Stock, $.001 par value, Class A Common Stock Purchase Warrants
      ---------------------------------------------------------------------
                                (Title of Class)

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 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 [ ].

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

As of March 31, 2004 at 4:00 P.M., the aggregate market value of the voting
stock held by non-affiliates, of approximately 7,941,000 shares of Common Stock,
$.001 par value, was approximately $9,927,000 based on the last sale price of
approximately $1.25 for one share of Common Stock on such date. The number of
shares issued and outstanding of the Registrant's Common Stock was 20,207,701 as
of March 31, 2004 after giving effect to the issuance of 229,367 shares that
have been paid for but not issued. The number of shares issued and outstanding
of the Registrant's Preferred Stock was 6,100,000 as of March 31, 2004.



<PAGE>

                                     PART I

FORWARD-LOOKING STATEMENTS

We believe this annual report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties and are based on the beliefs
and assumptions of our management, based on information currently available to
our management. When we use words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," "should," "likely" or similar expressions, we
are making forward-looking statements. Forward-looking statements include
information concerning our possible or assumed future results of operations set
forth under "Business" and/or "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results and stockholder values
may differ materially from those expressed in the forward-looking statements.
Many of the factors that will determine these results and values are beyond our
ability to control or predict. Stockholders are cautioned not to put undue
reliance on any forward-looking statements. For those statements, we claim the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. For a discussion of some of
the factors that may cause actual results to differ materially from those
suggested by the forward-looking statements, please read carefully the
information under "Management's Discussion and Analysis of Financial Condition
and Results of Operations." In addition to the Management's Discussion and other
important factors discussed elsewhere in this annual report, you should
understand that other risks and uncertainties and our public announcements and
SEC filings could affect our future.

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

The Havana Group, Inc. (the "Company" or "Havana") is a Delaware corporation
which was formed on November 26, 1997 as a wholly-owned subsidiary of E.A. Carey
of Ohio, Inc. ("Carey"). Subsequently, Carey was merged into Havana on December
5, 1997 for the purpose of reincorporating in Delaware. Carey, and since the
reincorporation, Havana, has owned Monarch Pipe Company ("Monarch") as a
wholly-owned subsidiary. Monarch is located in Bristow, Oklahoma. Historically,
Monarch has manufactured pipes which were sold exclusively by Havana. As
described below, all of the Company's retail tobacco, pipe and accessory
business terminated as of December 31, 2003 (except for certain liquidating
sales) and the wholesale operations of its subsidiary terminated in March 2002.

As described below, the Company has entered into an agreement to purchase up to
an effective 50% interest in an oil and gas exploration project. This project
requires substantial financing of an estimated $1,800,000 to complete the
Company's initial investment, an estimated $825,000 to fund the initial drilling
operations and is likely to require substantial additional financing in the
future. There can be no assurances given that these efforts to raise financing
will be successful on terms satisfactory to the Company, if at all. In the event
that these efforts are unsuccessful to raise sufficient financing for the oil
and gas investment, the Company would then be without a business or investment
opportunity. The Company's auditors considered these factors, among others, to
raise doubt about our ability to continue as a going concern. Recovery of our
assets in the normal course of business is dependent upon future events, the
outcome of which is indeterminable.

DISCONTINUED P&K OPERATIONS

On August 4, 2000 Havana acquired Phillips & King International, Inc. ("P&K") as
a wholly-owned subsidiary. P&K was formed in 1906 by Mr. Harry Phillips, as a
wholesale distributor of tobacco, cigars, pipes and related smoking products.
P&K sold its products to approximately 3,000 retail shops. P&K's sales reached a
peak of $26.7 million in 1997, reflecting the popularity of premium cigars.
Following the decline in consumption of premium cigars, P&K's sales dropped 33%
in 1998, 22% in 1999 and 20% in 2000. Sales in 1999 were also adversely affected
by P&K's Chapter 11 Bankruptcy, filed on a voluntary basis on February 8, 1999.
Until its Chapter 11 filing, P&K operated as a subchapter S corporation under
the United States Tax Code of 1986, as amended. Prior to Havana's acquisition of
P&K, P&K received a Confirmation Order confirming a Plan of Reorganization which
has become a final Order. For additional information regarding the terms of
Havana's acquisition of P&K, reference is made to Item 1 of Havana's Form 10-K
for the fiscal year ended December 31, 2001, which is incorporated herein by
reference.

                                       2



<PAGE>

The P&K credit facility was provided by the Wells Fargo Bank, and consisted of a
$2,000,000 line of credit based upon levels of Inventory and Receivables. At
September 30, 2001, the total amount outstanding was $644,193, but our Company
was in default on certain covenants of the loan agreement. As a result, Wells
Fargo & Co. notified P&K on November 16, 2001 that P&K was in default of a
number of covenants of the Wells Fargo loan agreement, and that they were
terminating any commitment to lend under the agreement. Because of this and
continuing negative cash flow, the Company discontinued the operation of P&K on
March 12, 2002 and transferred all P&K's property to David K. Gottlieb, an
Assignee for the Benefit of Creditors. The P&K business was discontinued on
March 12, 2002.

DISCONTINUED HAVANA OPERATIONS

Havana was engaged in the business of marketing pipes, cigars, tobaccos and
related accessories directly to consumers through its full color catalog (the
"Carey Smokeshop Catalog"). The Company had developed and operated a website
under the name "EACarey.com" and marketed certain of its products through this
website. The Company also operated a retail smokeshop in Canton, Ohio through
which it sold pipes, cigars and smoking accessories until the store was closed
in January, 2003.

During the fourth quarter of 2002, Havana downsized its operations by assigning
its facility lease to a third party, selling a portion of its fixed assets, and
relocating to a facility of smaller size. Our present facility consists of 3,500
square feet of warehouse and office, compared with 17,000 square feet in the
prior premises. We pay $2,200 per month for this facility, and sub-lease
approximately one-half of the facility to an affiliate of the Company. See "Item
2." Merchandising, product development, marketing, fulfillment and delivery were
conducted at this facility, with smoking pipe designs manufactured by its wholly
owned manufacturing operation, Monarch Pipe Co. in Bristow Oklahoma. Marketing
operations were developed by direct marketing through catalogs and Internet
sales. The Company printed 45,000 catalogs at the end of the fourth quarter of
2002 and circulated limited catalogs during 2003.

Customer service operations were conducted largely by telephone. During 2002 and
2003, we derived approximately 70%, of our non-club revenue through orders
placed over the telephone. Our payment terms have been major credit cards,
checks or open account. Our return policy was unconditional.

We conducted our purchasing operations at our general offices in Canton, Ohio
where we provided our own data processing services to process its orders and
shipments and provide e-mail, networking, and high-speed Internet access. We
acquired products for resale in our catalogs from numerous domestic and
international vendors. All "Carey" and "Duncan Hill" pipes were manufactured by
our wholly-owned subsidiary, Monarch, which supplies approximately 11% of our
catalog products.

The Company historically offered our products to consumers through our "Carey's
Smokeshop" Catalog, exclusively by mail order and through our website. Due to
inadequate financing and the Company's working capital deficiency, Management
made the decision in January 2003 to seek to sell or discontinue its traditional
operations of selling tobacco products and accessories. While this decision had
been made, it was the Company's intention to operate its business for such
period of time as is necessary in order to liquidate its inventory and to
attempt to sell its tangible and intangible assets before the end of 2003.
Effective December 31, 2003, the Company terminated its tobacco operations,
except for certain liquidating sales..

REGULATORY MATTERS

The tobacco and related business, and the catalog industry in general, are also
subject to regulation by a variety of state and federal laws relating to, among
other things, advertising and sales taxes. The Federal Trade Commission
regulates advertising and trade practices and the Consumer Product Safety
Commission has issued regulations governing the safety of the products which the
Company sold in its catalogs. Under current law, catalog retailers are permitted
to make sales in states where they do not have a physical presence without
collecting sales tax. We have no claims or regulatory matters in process or
pending as of March 31, 2004.

                                       3



<PAGE>

TOBACCO INDUSTRY LITIGATION

The tobacco industry has experienced and is experiencing significant
health-related litigation. Private plaintiffs in such litigation are seeking
compensatory and, in some cases punitive, damages for injuries claimed to result
from the use of tobacco products or exposure to tobacco smoke, and some of these
actions have named cigarette distributors as well as manufacturers as
defendants. To date we have not been involved in any tobacco related litigation.

POTENTIAL PRODUCT LIABILITY

There is a possibility that someone could claim personal injury or property
damage resulting from the use of products purchased from the Company. As a
seller of tobacco products, the Company is exposed to potential liability. Since
1990, an affiliated company, Duncan Hill, Inc., has maintained, for itself and
its subsidiaries (including the Company), product liability insurance.
Currently, the amount of coverage is $1 million per occurrence and $2 million in
the aggregate. The policies are for a period of two years and are currently in
effect through September 17, 2004.

ACQUISITION OF BIBLE RESOURCES, INC.

In July 2002, the Company entered into an Agreement in Principle to acquire 100%
of the capital stock of Bible Resources, Inc., a newly formed Nevada
corporation, from Frederick C. Berndt and Steven Heard. This transaction closed
at the end of September 2002 with the Company issuing 5,450,000 shares of
restricted Common Stock to each of Messrs. Berndt and Heard for an aggregate
total of 10,900,000 shares. The Company's interest in acquiring Bible was its
desire to sell or terminate its tobacco related business and to potentially
focus its business efforts in the oil and gas industry.

At the time of the Company's acquisition of Bible, it had an agreement to
acquire an effective 50% interest in the Santa Rosa property in Argentina for
the sum of $1,400,000 as described herein. Chet Idziszek, who became a director
of the Company in August 2002, is the President and Chairman of Oromin
Explorations, Ltd.., a Canadian company ("Oromin"). Oromin owns Irie Isle
Limited ("Irie"), which owns Cynthia Holdings Ltd., a British Virgin Island
company. Upon Bible's payment of its effective 50% interest in Cynthia, Cynthia
will redeem the outstanding preference shares held by Irie in Cynthia. It is
Management's understanding that Cynthia owns the mineral rights in the Santa
Rosa property and that the land is owned by the government of Argentina. Cynthia
has a wholly-owned Argentine subsidiary Exploraciones Oromin, S.A. (the
"Argentine subsidiary"), which will be in charge of the operations of the
drilling project.

Bible's agreement to acquire an effective 50% interest in the Santa Rosa
property through its agreement with Cynthia Holdings required it to make payment
of $1,400,000 in four quarterly payments, which payments were subsequently not
made. Its agreement with Cynthia was such that if payments were made, but less
than $1,400,000 was paid, Bible would have forfeited its entire ownership
interest in Cynthia and its effective interest in the Santa Rosa property.

REVISED SANTA ROSA AGREEMENT

The Company renegotiated the agreement and entered into a new agreement (the
"New Agreement") on May 1, 2003. The New Agreement obligates Cynthia to sell to
Havana up to a 50% ownership interest in Cynthia for $1,500,000 with the
purchase price adjusted to that amount that the purchase price would have
equaled had it been converted into Canadian dollars on July 31, 2002(estimated
at $1,800,000 as of March 31,2004). Cynthia has agreed to deliver to Havana one
share of its capital stock for every $1,500 paid to Cynthia, as adjusted, based
upon the adjusted purchase price, with a maximum of 1,000,000 shares to be
issued.. If Havana purchases 1,000 common voting shares of Cynthia for the
entire purchase price, it would own 50% of the capital stock of Cynthia. If
Havana fails to purchase its entire 50% interest in Cynthia, Havana would
continue to own whatever common voting shares it paid for in Cynthia, subject to
dilution, based upon Cynthia's right to dilute Havana's ownership interest.
Further, Cynthia's obligation to redeem the preference shares of Irie will only
be triggered if Havana pays the entire purchase price. Irie and Havana have
agreed that the operations of the Argentine subsidiary will be borne equally by
each party pursuant to monthly cash calls from Cynthia to them which shall be
paid within 10 days of receipt of such cash calls. Such cash calls will be
structured as subscriptions for additional capital stock of Cynthia by Irie and
Havana to keep the ownership levels at 50% each. In the event either party does
not meet its required cash call, the non-paying party's ownership interest would
suffer dilution. Havana and Irie agreed that Irie will be the operator of the
Argentine subsidiary and will have a casting vote (final say) on all Management
decisions to be made in respect of the Argentine subsidiary's operations.

                                       4



<PAGE>

The Company needs significant cash to complete its purchase of an effective 50%
ownership interest in Cynthia Holdings and its mineral rights in the Santa Rosa
property in Argentina. Such financing may not be available to the Company on
terms satisfactory to it, if at all. Further, Cynthia Holdings has proposed a
budget of $1,650,000 for the initial drill program; which, consists of three
exploration wells and one production well. Havana is responsible to bear
one-half of these costs. In the event that Havana is unable to pay its 50% share
of other operating expenses, Havana's position in Cynthia would be diluted.
There can be no assurances given that such financing will be available to the
Company on terms satisfactory to it, if at all.

ABOUT THE SANTA ROSA PROPERTY

The Santa Rosa Dome Concession is located in the eastern half of the Cuyana
basin in the Province of Mendoza, in central Argentina. The Concession occupies
7,694 square kilometers, comprising exploration block #CCyl3-9.

Volumetric calculations performed by Dr. Norman Haimla for Oromin Explorations,
Ltd. have indicated that an expected value of 197 million barrels of oil may
exist within the Santa Rosa Dome Prospect. Dr. Haimila is a geologist who
received his Ph.D in Geology in 1974 and spent his career in applied research,
foreign aid, resource appraisals, and exploration and prospect generation. Since
1988 Dr. Haimila has worked extensively on Argentine petroleum projects. Dr.
Haimila's experience with the Santa Rosa Dome Concession began in 1988, and
resulted in his special report to Oromin Explorations, Ltd. Dr. Haimila is
currently a special consultant to the Board of Directors of Havana.

Dr. Haimila's study further indicated that the Cuyana basin has been
successfully producing oil since as early as the 1860s. More than 350
exploration wells have been drilled in the basin, and 78 of those have been
classified as discoveries. Reserves for individual fields were as high as 319
million barrels of oil and 55 billion cubic feet of gas, with the highest
average production rate for a single field exceeding 24,000 barrels of oil
daily.

Dr. Haimila concluded that, through the compilation of geological
interpretations and analysis of seismic data, that hydrocarbons generated in the
eastern part of the basin have migrated eastward toward the Santa Rosa Dome.
Migration of hydrocarbons is indicated by shows in wells around the margins of
the Santa Rosa Dome and also may be indicated by gas readings in mud logging
equipment. Seismic lines do not indicate any structural impediments to the
migration of hydrocarbons on the west side of the Dome between the source area
and the potential targets.

Dr. Haimila's report further indicates that, at an estimated depth of
approximately 4,200 feet, the Santa Rosa Dome Prospect can be classified as a
shallow target, and as such, could be relatively easy to reach and may produce
favorable oil discovery results within as little as 3 weeks of drilling.
Management can give no assurances that such favorable results will be achieved.

Cynthia Holdings plans to explore and drill the Santa Rosa Dome Prospect, then,
evaluate the sale or development of the Prospect after initial drill results.
While Management of the Company will have a voice in Cynthia Holding's ultimate
plans, the financial decision will be made by Irie and not by the Company. See
"Items 6 and 12."

FUTURE DEVELOPMENTS - UNITED STATES

The Company is currently evaluating certain opportunities in gas exploration
within the United States brought to the Company's attention by Castle Rock
Resources, Inc. Mr. E. Jamie Schloss, founder and President of Castle Rock, Inc.
is a Special Consultant to the Company's Board of Directors. The following is a
brief description of those activities:

MIRASOL PROSPECT. The Mirasol Prospect well is a deep gas exploration well
located on 190 acres of leases in Ward County, Texas, in the heart of the
Permian Basin. The prospect's geology is based on existing well logs of a deep
gas well originally drilled as the Doane #1 well in 1975. The intended pay zone
was not produced but subsequent wells in the same area have shown that the zone
is productive after a fracture job. The prospect was developed by Robert T.
Dickey, whom has worked for Bush Exploration Co. /Specturm 7 Energy Corp. as an
exploration geologist, generating and reviewing wildcat and development
prospects in West Texas. The Company has an option to acquire from 50% to 75%
working interest in the well, and drilling is scheduled to commence on or before
August 1, 2004.

                                       5



<PAGE>

Based upon comparative wells in the area the Company believes that there are
potential reserves of up to 10 billion cubic feet of gas, and the payout would
be within nine months from drilling and completion.

Mr. Schloss became a Special Consultant to the Board in July 2003. At that time
the Company entered into an agreement with Castle Rock Resources, Inc. that gave
the Company right of first refusal on prospects brought to the Company by Mr.
Schloss. In return the Company granted an option to Mr. Schloss for 200,000
shares of its common stock. See "Item 12."

EMPLOYEES

As of March 31, 2004, the Company has 2 full-time salaried management employees
and one hourly full-time employee.

ITEM 2. DESCRIPTION OF PROPERTY.

In November 1999, we leased an operations facility effective January 1, 2000.
The facility consists of 6,000 square feet of offices and 11,000 square feet of
warehouse space. We pay $8,000 per month for this facility. We moved into this
facility in March 2000. In September 2001, we sub-leased approximately 50% of
our warehouse space and 20% of our office space to another company for $3,000
per month, reducing our overall cost to $5,000 per month.

In January, 2002, Kids Stuff sub-leased the remaining office space available at
our facility. In April 2002 substantially all Kids Stuff's assets were assigned
to its major secured creditor, who continues to rent space on a month-to-month
basis.

In January, 2003 we leased a reduced amount of space and assigned our previous
space to a third party. The space is shared with an affiliated company,
Zenvesco, Inc., which is owned by our Chief Executive Officer, William L.
Miller. This space consists of 3,500 square feet overall at a cost of $2,200 per
month. Zenvesco and us share the space equally with a net cost to us of $1,100
per month. We also share the overhead cost with Zenvesco. See "Item 12."

ITEM 3. LEGAL PROCEEDINGS

In the normal course of business, our Company may be involved in various legal
proceedings from time to time. Presently, however, we are involved in one matter
of material litigation. The Danner Press Co. filed suit in the amount of
$118,000 plus interest for past due invoices and a judgment in favor of Danner
had been rendered for the full amount sought. This judgment was settled in
August 2003 for $40,000, which was paid by the Company.

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

No stockholder meetings were held in 2003.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

In May 1998, we sold 460,000 Units to the public; each Unit consisted of one
share of Common Stock, $.001 par value, and two Redeemable Class A Common Stock
Purchase Warrants. Each Class A Warrant entitled the holder to purchase one
share of Common Stock at a price of $5.25 through the close of business on May
14, 2003. On May 14, 2003, we announced an extension of the expiration date of
the Class A Warrants until the close of business on December 31, 2003 at which
date they expired.

The Common Stock is quoted on the OTC Electronic Bulletin Board of the National
Association of Securities Dealers, Inc. ("NASD") under the symbol "HVGP". As of
March 31, 2004 at 4:00 P.M. New York City Time, the last sale price of the
Common Stock in the over-the-counter market was $1.25. The following table
reflects the high and low sales prices (rounded to the nearest penny) for our
Common Stock for the periods indicated as reported by the NASD.

                                       6



<PAGE>

COMMON STOCK

    Fiscal Year Ended December 31, 2003             HIGH       LOW
    -----------------------------------             ----       ---
    First Quarter                                   $0.35     $0.10
    Second Quarter                                   0.29      0.12
    Third Quarter                                    0.58      0.12
    Fourth Quarter                                   0.51      0.21

    Fiscal Year Ended December 31, 2002             HIGH       LOW
    -----------------------------------             ----       ---
    First Quarter                                   $0.07     $0.02
    Second Quarter                                   0.07      0.01
    Third Quarter                                    0.51      0.06
    Fourth Quarter                                   0.45      0.05

The quotations in the tables above reflect inter-dealer prices without retail
markups, markdowns or commissions. We believe that trading activity in our
securities may be sporadic and that judgments as to prices should be made
accordingly.

As of March 31,2004, our Company had 20, 207,701 shares of Common Stock
outstanding held by 59 record holders, after giving effect to the issuance of
229,367 shares that have been paid for but not issued. . The foregoing does not
include beneficial holders of our Common Stock which are held in "street name"
(i.e. nominee accounts such as Depository Trust Company).

EQUITY COMPENSATION PLAN

The following summary information is as of March 31, 2004 and relates to our
1997 Long Term Incentive Plan described in Item 10 pursuant to which we have not
granted any options to purchase our common stock:
<TABLE>
<CAPTION>
                                                                      Number of securities
                                                                       remaining available
                       Number of shares of                             for future issuance
                        common stock to be       Weighted average   under equity compensation
                      issued upon exercise of   exercise price of    plans excluding shares
Plan Category           outstanding options    outstanding options    reflect in column (a)
-------------           -------------------    -------------------    ---------------------
<S>                           <C>
Equity Compensation
  Plans                       400,000                 N/A                      N/A
</TABLE>

                                       7



<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES.

During 2003, the Company sold or issued the following unregistered securities:
<TABLE>
<CAPTION>

                                                 CONSIDERATION RECEIVED
                                                 AND DESCRIPTION
                                                 OF UNDERWRITING
                                                 OR OTHER DISCOUNTS                             IF OPTION, WARRANT
                                  DOLLAR         TO MARKET PRICE OR        EXEMPTION FROM       OR CONVERTIBLE
DATE OF                           AMOUNT OF      CONVERTIBLE SECURITY,     REGISTRATION         SECURITY, TERMS OF
SALE          TITLE OF SECURITY   NUMBER SOLD    AFFORDED TO PURCHASERS    CLAIMED              EXERCISE OR CONVERSION
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
<C>           <C>
1/27/03       Promissory Note          $15,000   Cash received; no         Section 4(2)                  (1)
                                                 commissions paid
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
3/31/03       Promissory Note          $20,000   Cash received; no         This stock option             (2)
                                                 commissions paid          plan was
                                                                           registered on a
                                                                           Form S-8
                                                                           Registration
                                                                           Statement in April
                                                                           2003.
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
5/5/03        Promissory Note          $10,000   Cash received; no         Regulation D, Rule            (1)
                                                 commissions paid          506; and/or
                                                                           Section 4(2)
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
5/8/03        Promissory Note           $5,000   Cash received; no         Regulation D, Rule            (1)
                                                 commissions paid          506; and/or
                                                                           Section 4(2)
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
5/8/03        Promissory Note           $5,000   Cash received; no         Regulation D, Rule            (1)
                                                 commission paid           506; and/or
                                                                           Section 4(2)
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
6/27/03       Promissory Note          $10,000   Cash received; no         Regulation D, Rule          (1)(3)
                                                 commissions paid          506; and/or
                                                                           Section 4(2)
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
7/14/03       Promissory Note          $16,000   Cash received; no         Regulation D, Rule            (4)
                                                 commissions paid          506; and/or
                                                                           Section 4(2)
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
Third         Common Stock            $205,000   1,366,667 shares sold;    Regulation D, Rule            (4)
Quarter                                          no commissions paid       506; and/or
2003                                                                       Section 4(2)
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
Fourth        Common Stock             $50,000   500,000 shares sold; no   Regulation D, Rule            N/A
Quarter                                          commissions paid          506; and/or
2003                                                                       Section 4(2)
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
First         Common Stock            $168,500   1,123,334 shares sold;    Regulation D, Rule            N/A
Quarter                                          no commissions paid       506; and/or
2004                                                                       Section 4(2)
------------- ------------------- -------------- ------------------------- -------------------- ----------------------
</TABLE>

(1) The Note was due January 31, 2004 with interest at the rate of 10% per
    annum. The principal and accrued interest thereon is convertible at $.15 per
    share.
(2) The 6% Note is not convertible. However, 80,000 shares were to be issued in
    connection with this loan. As of the filing date of this form 10-KSB, these
    shares have not been issued
(3) The 6% Note is not convertible. However, 40,000 shares were to be issued in
    connection with this loan. As of the filing date of this form 10-KSB, these
    shares have not been issued.
(4) The 6% Note is not convertible. However, 42,700 shares were to be issued as
    an inducement for this loan. As of the filing date of this form 10-KSB,
    these shares have not been issued.

                                       8



<PAGE>

ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This discussion should be read in conjunction with the information in the
financial statements of the Company and notes thereto appearing elsewhere in
this Form 10-KSB.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments:

         o        stock-based compensation.

         o        revenue recognition

Stock-Based Compensation

In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure. This statement amends SFAS No. 123 -
Accounting for Stock-Based Compensation, providing alternative methods of
voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation. FAS 148 also requires disclosure of the
method used to account for stock-based employee compensation and the effect of
the method in both the annual and interim financial statements. The provisions
of this statement related to transition methods are effective for fiscal years
ending after December 15, 2002, while provisions related to disclosure
requirements are effective in financial reports for interim periods beginning
after December 31, 2002.

The Company elected to continue to account for stock-based compensation plans
using the intrinsic value-based method of accounting prescribed by APB No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for the difference between the fair value of the stock and the exercise price.

Revenue Recognition

For revenue from product sales, the Company recognizes revenue in accordance
with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002.

Net loss for the year ended December 31, 2003 were $814,547, a decrease of 2.4%
from the 2002 losses of $834,833. The loss per common share in 2003 was $0.05
per share, while losses in 2002 were $0.15 per share. There were 17,581,996
weighted average shares outstanding in 2003 and 6,258,833 weighted average
shares outstanding in 2002.

                                       9



<PAGE>

DISCONTINUED OPERATIONS

In January 2003, the Board of Directors determined that the Company's continued
losses from operations from its tobacco business, combined with a downturn in
sales in the tobacco industry and its working capital deficiency, led the Board
to scale back its tobacco operations with the purpose of selling or liquidating
these operations within 12 months. As of December 31, 2003, the Company
terminated all tobacco sales [except for liquidating sales. In 2003, the Company
incurred a loss from discontinued operations of $165,266 as compared to a net
loss from discontinued operations of $1,318,531 for the comparable period of the
prior year.

AGREEMENT TO ACQUIRE BIBLE RESOURCES, INC.

In July 2002, the Company entered into an Agreement in Principle to acquire 100%
of the capital stock of Bible Resources, Inc., a newly formed Nevada
corporation, from Frederick C. Berndt and Steven Heard. See Item 1, "Recent
Developments".

REVISED SANTA ROSA AGREEMENT AT APRIL 30, 2003

The Company renegotiated its agreement to acquire an effective 50% interest in
the Santa Rosa property and entered into a new agreement (the "New Agreement")
on April 30, 2003. The New Agreement obligates Cynthia to sell to Havana up to a
50% ownership interest in Cynthia for $1,500,000 with the purchase price
adjusted to that amount that the purchase price would have equaled had it been
converted into Canadian dollars on July 31, 2002(estimated at $1,800,000 as of
March 31,2004). See Item 1, "Recent Developments".

PLANS OF FINANCING

At March 31, 2004 the Company had a plan of financing to attempt to raise up to
$6.4 million from the private placement of its securities. The Company
anticipates that, if successful, in whole or in part, the Offering will be
completed in the second quarter of 2004. While the Company is optimistic
regarding this offering, there can be no assurance that this offering will be
successful and produce funding that will fulfill the Company's needs for
investment and working capital.

LIQUIDITY AND CAPITAL RESOURCES

For 2003 net loss from operations amounted to $814,547 with net losses from
discontinued operations of $165,266 and net losses from continuing operations of
$649,281. Losses include $91,187 in non-cash depreciation and amortization costs

For 2002, net loss from discontinued operations amounted to $1,318,531. Net cash
and cash equivalents decreased by $7,703 for 2002. This is primarily the result
of a gain on the sale of a business segment of $500,993, common stock issued in
exchange for acquisition costs of $490,500, notes issued in lieu of officers'
compensation and cash advances of $150,000, and $216,417 in non-cash
depreciation and amortization costs

At December 31, 2003, the Company had net liabilities of discontinued operations
of $276,519 and working capital deficit of $973,810.

In 2000 our Company financed the majority of its business through the P&K credit
facility obtained in October 2000. We discontinued our P&K operations on March
12, 2002 and discontinued our remaining sale of tobacco and accessories business
at the end of 2003. Our auditors have added to their report a going concern
qualification raising a substantial doubt as to our ability to continue in
business as a going concern. Our Company is striving to obtain public or private
financing for its planned oil and gas investment opportunities. To date our
Company has been unsuccessful in this regard, primarily due to the low price of
our common stock and limited trading volume.

In the event the Company does raise equity financing, the low price of our
common stock may cause a change of control and require the Company to issue up
to all it's remaining authorized but unissued common stock. No assurances can be
given that the Company will obtain additional financing on terms satisfactory to
the Company, if at all.

The independent auditor's report on the Company's December 31, 2003 financial
statements included in this Annual Report states that the Company's recurring
losses raise substantial doubts about the Company's ability to continue as a
going concern.

                                       10



<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The adoption of FASB interpretation
no. 46 did not have a material impact on the Company's results of operations or
financial position.

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 did not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 did not have a material impact on the Company's results
of operations or financial position.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement did not have a material
impact on the Company's results of operations or financial positions.

RISK FACTORS

The Company is seeking financing for its planned oil and gas exploration
investment(s). The following are the major business obstacles that the Company
is likely to encounter in carrying out these plans over the next 12 months:

         o    As described herein, the Company needs significant cash to
              complete its purchase of an effective 50% ownership interest in
              Cynthia Holdings and its mineral rights in the Santa Rosa property
              in Argentina and to finance its intended operations. Such
              financing may not be available to the Company on terms
              satisfactory to it, if at all.

                                       11



<PAGE>

         o    The Company needs to settle its outstanding debt. It will require
              significant cash to accomplish this. It is possible that debt
              holders may accept a substantial equity interest in the Company at
              a cost of further dilution to stockholders. A combination of cash
              and/or stock may also be offered to debt holders. There can be no
              assurances given that financing will be available to the Company
              to carryout this business objective or that debt holders will
              accept capital stock of the Company in lieu of cash.

         o    An investment in a company such as Cynthia Holdings could cause
              the Company to become subject to government regulations
              promulgated by various local, state and Federal government
              agencies such as the Investment Act of 1940, as amended... The
              Company does not intend to engage in the business of investing,
              reinvesting, owning, holding or trading in securities or otherwise
              engaging in activities which would render the Company an
              "investment company" as defined in the Investment Company Act of
              1940, as amended. The Company's financing activities may be
              limited by Section 3(a)(3) of the Investment Company Act of 1940
              in that the Company will not be permitted to own or propose to
              acquire investment securities having a total value exceeding 40%
              of the value of the Company's total assets (excluding government
              securities and cash items) on an unconsolidated basis. The Company
              is permitted under Section 3(a) (3) of the 1940 Act to own or
              propose to own securities of a majority owned subsidiary which is
              defined under Section 2(a) (24) of the 1940 Act to mean 50% or
              more of the outstanding securities of which are owned by the
              Company or a majority owned subsidiary of the Company.
              Notwithstanding the foregoing, the Company may become subject to
              the Investment Company Act of 1940 and be required to dispose of
              its interest in Cynthia within a period of one year.

         o    If the Company is successful in completing its purchase of an
              effective 50% interest in the Santa Rosa properties located in
              Argentina, it will be relying on the management skills of other
              companies and personnel to attempt to successfully drill for oil
              and gas and, if successful, to market the minerals obtained
              through this exploration. There can be no assurances given that
              these efforts will be successful or will result in profits to the
              Company on a consolidated basis.

         o    In the past, trading in our Common Stock on the OTC Bulletin Board
              has been limited or sporadic. There can be no assurances given
              that an established market in the Company's Common Stock will be
              obtained in the future.

         o    The Company's plans will involve the need to raise additional
              capital on an ongoing basis. If these plans are successful, of
              which there can be no assurances given, there would be substantial
              dilution experienced by stockholders of the Company and
              potentially at prices well below the then current market value of
              the Common Stock.

              The oil and gas exploration business is a highly competitive
              business that is dominated by major oil companies with substantial
              experience and resources.

         o    The Company has no officer and director liability insurance. It
              may have difficulty retaining its existing Board members and/or
              attracting other experienced persons to join the Company as
              outside directors. Further, it may have difficulty for the same
              reasons in establishing or maintaining an audit committee composed
              of independent directors as required by the Sarbanes-Oxley Act of
              2002, as amended.

ITEM 7. FINANCIAL STATEMENTS

The information required by Item 7, and an index thereto commences on page F-1,
which pages follow this page.

                                       12



<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2003 AND 2002

                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

                              THE HAVANA GROUP INC.



<PAGE>

                              THE HAVANA GROUP INC.
                         INDEX TO FINANCIAL INFORMATION

                                                                         Page No
                                                                         -------

Report of Independent Certified Public Accountants                         F-3

Consolidated Balance Sheets at December 31, 2003 and 2002                  F-4

Consolidated Statements of Losses for the Years Ended
  December 31, 2003 and 2002                                               F-5

Consolidated Statements of Deficiency in Stockholders' Equity
  for the Years ended December 31, 2003 and 2002                           F-6

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2003 and 2002                                           F-7 ~ F-8

Notes to Consolidated Financial statements                            F-9 ~ F-20

                                       F-2



<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

To the Board of Directors
The Havana Group Inc.
Canton, Ohio

         We have audited the accompanying consolidated balance sheets of The
Havana Group Inc. and its wholly-owned subsidiaries (the "Company"), as of
December 31, 2003 and 2002 and the related consolidated statements of losses,
deficiency in stockholders' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements based
upon our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company as of December 31, 2003 and 2002, and the results of its operations
and its cash flows for the two years then ended, in conformity with accounting
principles generally accepted in the United States of America.

              The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in
Note O to the consolidated financial statements, the Company has suffered
recurring losses from operations. This raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note O. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                    /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                        ----------------------------------------
                                        Russell Bedford Stefanou Mirchandani LLP
                                        Certified Public Accountants

McLean, Virginia
April 6, 2004

                                       F-3



<PAGE>
<TABLE>

                                 THE HAVANA GROUP, INC.
                               CONSOLIDATED BALANCE SHEETS
                               DECEMBER 31, 2003 AND 2002
<CAPTION>

ASSETS
                                                                 2003            2002
                                                             ------------   ------------
<S>                                                          <C>            <C>
Current assets:
Cash and cash equivalents                                    $     9,135    $    18,932
                                                             ------------   ------------
Total current assets                                               9,135         18,932

Property, plant and equipment, at cost,
  net of accumulated depreciation (Note E)                            --          4,614
Assets of discontinued operations (Note C)                        65,742        162,182
Restricted cash (Note D)                                           4,200             --
                                                             ------------   ------------
Total Assets                                                 $    79,077    $   185,728
                                                             ============   ============
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities (Note F)            $   290,849    $   147,369
Notes payable - officers and directors (Note G)                  250,000        250,000
Notes payable (Note G)                                            35,000             --
Notes payable with non-detachable securities, net (Note G)        40,950             --
Due to affiliates (Note K)                                       366,146         91,104
                                                             ------------   ------------
Total current liabilities                                        982,945        488,473

Net liabilities of discontinued operations (Note C)              276,519        466,186

Commitment and contingencies (Note N)                                 --             --

Deficiency in stockholders' equity: (Note I)
Preferred stock, par value $.001 per share;
   10,000,000 shares authorized:
Series A - 5,000,000 shares issued and outstanding
   at December 31, 2003 and 2002                                   5,000          5,000
Series B - 1,100,000 shares issued and outstanding
   at December 31, 2003 and 2002 (aggregate liquidation
   preference, including dividends in arrears, totaling
   $660,000 as of December 31, 2003)                               1,100          1,100
Common stock, par value $.001 per share;
   75,000,000 shares authorized; 18,421,667 and 16,815,000
   shares issued and outstanding at December 31, 2003 and
   December 31, 2002, respectively                                18,422         16,815
Common stock subscription                                         50,000             --
Additional paid-in capital                                     8,035,406      7,683,922
Accumulated deficit                                           (9,290,315)    (8,475,768)
                                                             ------------   ------------
Total deficiency in stockholders' equity                      (1,180,387)      (768,931)
                                                             ------------   ------------
Total liabilities and deficiency in stockholders' equity     $    79,077    $   185,728
                                                             ============   ============

             See accompanying footnotes to consolidated financial statements

                                           F-4
</TABLE>


<PAGE>
<TABLE>

                                     THE HAVANA GROUP, INC.
                               CONSOLIDATED STATEMENTS OF LOSSES
                         FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>

                                                                      2003             2002
                                                                  -------------   -------------
<S>                                                               <C>             <C>
Operating expenses:
Selling, general and administrative expenses                      $    596,559    $         --
Depreciation and amortization                                            4,614           7,795
                                                                  -------------   -------------
Total operating expense                                                601,173           7,795

Loss from operation                                                   (601,173)         (7,795)

Interest expense                                                       (48,108)         (9,500)

Loss from continuing operations, before income taxes and
discontinued operations                                               (649,281)        (17,295)

Provision for income taxes                                                  --              --
                                                                  -------------   -------------
Loss from continuing operations, before discontinued operations       (649,281)        (17,295)
Loss from discontinued operations (Note C)                            (165,266)     (1,318,531)
Gain on sale of business segment (Note C)                                   --         500,993
                                                                  -------------   -------------
Net loss                                                          $   (814,547)   $   (834,833)
                                                                  =============   =============

Preferred stock dividends (Note I)                                    (110,000)       (110,000)
                                                                  -------------   -------------
Loss available to common stockholders                                 (924,547)       (944,833)
                                                                  =============   =============

Loss per common share (basic and assuming dilution) (Note L)      $      (0.05)   $      (0.15)
                                                                  =============   =============
Continuing operations                                                    (0.04)          (0.00)

Discontinued operations                                                  (0.01)          (0.21)

Gain on sale of business segment                                            --            0.08

Weighted average shares outstanding                                 17,581,996       6,258,833

                See accompanying footnotes to consolidated financial statements

                                              F-5
</TABLE>


<PAGE>
<TABLE>

                                                       THE HAVANA GROUP, INC.
                                    CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                                               YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>

                                  Preferred   Preferred  Common     Common       Common     Additional
                                    Stock       Stock    Stock       Stock        Stock       Paid-in     Accumulated
                                    Shares     Amount    Shares      Amount    Subscription   Capital       Deficit        Total
                                  ----------- -------- ----------- ----------- ------------ ------------  ------------  ------------
<S>                                 <C>       <C>        <C>       <C>         <C>          <C>           <C>           <C>
BALANCE AT DECEMBER 31, 2001        6,100,000 $  6,100   2,905,000 $     2,905 $        --  $ 7,068,582   $(7,640,935)  $  (563,348)
                                  =========== ======== =========== =========== ============ ============  ============  ============
Shares issued to
 investor in exchange for
 loans to the Company in
 September 2002, valued
 at $0.045 per share                       --       --     200,000         200          --        8,800            --         9,000

Shares issued to
 investor in exchange
 for loans to the Company
 in September 2002,
 valued at $0.045 per share                --       --     200,000         200          --        8,800            --         9,000

Shares issued to
 consultant in exchange
 for services in
 September 2002, valued
 at $0.045 per share                       --       --      50,000          50          --        2,200            --         2,250

Shares issued to officer
 in September 2002, in
 exchange for conversion
 of previously debt of
                                                       $   112,500   2,500,000       2,500           --       110,000       112,500

Shares issued in October
 2002 in connection with
 acquisition of Bible
 Resources, Inc., valued
 at $0.045 per share (Note B)      10,900,000   10,900          --     479,600     490,500

Issuance of common stock
 in October 2002 in
 exchange for stock
 options exercised
 at $0.10 per share                        --       --      60,000          60          --        5,940            --         6,000

Net Loss                                   --       --          --          --          --           --      (834,833)     (834,833)
                                  ----------- -------- ----------- ----------- ------------ ------------  ------------  ------------
BALANCE AT DECEMBER 31, 2002        6,100,000 $  6,100  16,815,000 $    16,815 $        --  $ 7,683,922   $(8,475,768)  $  (768,931)
                                  =========== ======== =========== =========== ============ ============  ============  ============
Issuance of common stock
 in March 2003 in exchange
 for stock options exercised
 at $0.10 per share                        --       --     240,000         240     (24,000)      23,760            --            --

Shares issued in July 2003
 in exchange for cash;
 valued at $.15 per share                  --       --   1,366,667       1,367          --      203,633            --       205,000

Proceeds from common stock
 subscription                              --       --          --          --      50,000           --            --        50,000

Write-off of un-collectible
 stock subscription                        --       --          --          --      24,000           --            --        24,000

Debt discount - securities
 attached to notes payable
 (Note G)                                  --       --          --          --          --       34,491            --        34,491

Stock options granted to
 consultants in exchange
 for services rendered (Note J)            --       --          --          --          --       89,600            --        89,600

Net loss                                   --       --          --          --          --           --      (814,547)     (814,547)
                                  ----------- -------- ----------- ----------- ------------ ------------  ------------  ------------
BALANCE AT DECEMBER 31, 2003        6,100,000 $  6,100  18,421,667 $    18,422 $    50,000  $ 8,035,406   $(9,290,315)  $(1,180,387)
                                  =========== ======== =========== =========== ============ ============  ============  ============

                                   See accompanying footnotes to consolidated financial statements

                                                                 F-6
</TABLE>



<PAGE>
<TABLE>

                                      THE HAVANA GROUP, INC.
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>

                                                                           2003           2002
                                                                       ------------   ------------
<S>                                                                    <C>            <C>
Cash flows from operating activities:
Net loss from continuing operations                                    $  (649,281)   $   (17,295)
Loss from discontinued operations                                         (165,266)    (1,318,531)
Gain on sale of business segment                                                --        500,993
Adjustments to reconcile net loss to net cash
 (used in) operating activities:
   Depreciation and amortization                                            91,187        216,417
   Common stock issued in exchange for services (Note I)                        --          2,250
   Common stock issued in exchange for acquisition costs (Note B)               --        490,500
   Expenses paid by affiliates on behalf of the Company (Note K)           275,042         43,724
   Notes payable issued in lieu of officers compensation                        --        150,000
   Amortization of debt discount (Note G)                                   29,441             --
   Reversal of provision for doubtful accounts                                  --         (4,180)
   Shares issued to investors in connection of issuance
     of notes payable                                                           --         18,000
   Shares issued to officer in exchange for previously incurred debt            --        112,500
   Stock options granted to consultants in exchange for services
     rendered (Note J)                                                      89,600             --
   Write-off of stock subscription receivable (Note I)                      24,000             --
   Extinguishment of debt - discontinued operations (Note N)               (91,919)            --
   (Increase) decrease in:
     Inventory                                                                  --          4,120
     Prepaid expenses                                                           --        182,190
     Restricted cash (Note D)                                               (4,200)            --
     Deposits and other assets                                                  --          8,863
     Deferred catalog expense                                                   --          7,661
     Assets of discontinued operations                                       9,867             --
   Increase (decrease) in:
     Accounts payable and accrued liabilities                              143,481        (88,319)
     Liabilities of discontinued operations                                (97,749)      (500,993)
     Customer advances and credit                                               --         19,201
     Deferred revenue                                                           --         59,196
                                                                       ------------   ------------
Net cash (used in) operating activities                                   (345,797)      (113,703)

Cash flows from financing activities:
Proceeds from sale of stock, net of costs and fees (Note I)                255,000          6,000
Proceeds from notes payable - officers and director, net (Note G)               --        100,000
Proceeds from notes payable, net (Note G)                                   81,000             --
                                                                       ------------   ------------
Net cash provided by financing activities                                  336,000        106,000

Net decrease in cash and cash equivalents                                   (9,797)        (7,703)
Cash and cash equivalents at the beginning of the year                      18,932         26,635
                                                                       ------------   ------------
Cash and cash equivalents at the end the year                          $     9,135    $    18,932
                                                                       ============   ============

                    See accompanying Notes to consolidated financial statements

                                                F-7
</TABLE>


<PAGE>
<TABLE>

                                     THE HAVANA GROUP, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                         FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>

                                                                         2003           2002
                                                                      ------------  ------------
<S>                                                                   <C>           <C>
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for interest                                $        --   $        --
Cash paid during the year for taxes                                            --            --
Supplemental Disclosures of Non-Cash Transactions:
Common stock issued for services                                               --         2,250
Common stock issued in exchange for financial advisory services                --        18,000
Common stock issued in exchange for previously incurred debt                   --       112,500
Notes payable issued in lieu of officers compensation                          --       164,000
Notes payable issued in lieu of interest on notes payable -officers            --         9,500
Debt discount - securities attached notes payable (Note G)                 34,491            --
Expenses paid by affiliates on behalf of the Company                           --        43,724
Stock options granted to consultants in exchange for services
  rendered (Note J)                                                        89,600            --
Write-off of stock subscription receivable (Note I)                        24,000            --
Gain on sale of business segment:
Assets sold                                                           $        --   $ 1,695,083
Liabilities assumed                                                            --    (2,196,076)
                                                                      ------------  ------------
Gain on sale of business segment:                                     $        --   $  (500,993)
                                                                      ------------  ------------
Acquisition:
Common stock issued in exchange for acquisition of Bible              $        --   $   490,500
                                                                      ------------  ------------
Acquisition cost                                                      $        --   $  (490,500)
                                                                      ------------  ------------

                   See accompanying Notes to consolidated financial statements

                                               F-8
</TABLE>



<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.

Business and Basis of Presentation
----------------------------------

The condensed consolidated financial statements include the accounts of The
Havana Group, Inc. and its wholly owned subsidiaries, Monarch Pipe Company
("Monarch") and Bible Resources Inc. ("Bible"), collectively the "Company". All
significant inter company accounts and transactions have been eliminated in
consolidation.

In July 2002, the Company entered into an agreement to acquire 100% of the
common stock of Bible in exchange for 10.9 million shares of the Company's
restricted common stock. Bible is a newly formed Nevada corporation organized
for the purpose of exploring, developing and/or investing in oil and gas
resources on a worldwide basis. Bible currently has no business or assets other
than an agreement to purchase an effective 50% investment interest in the Santa
Rosa oil and gas property in the country of Argentina in exchange for $1.5
million (see Note B).

In January, 2003, the management received the authority to proceed with the plan
of disposal of its tobacco and related business, which includes the Monarch Pipe
Company. The Company has historically offered products to consumers through
"Carey's Smokeshop" Catalog, exclusively by mail order and through website. Due
to inadequate financing and the Company's working capital deficiency, Management
has made the decision to seek to sell or discontinue its traditional operations
of selling tobacco products and accessories. While this decision has been made,
it is the Company's intention to operate its current business for such period of
time as is necessary in order to liquidate its inventory and to attempt to sell
its tangible and intangible assets in fiscal year 2004. (See Note C).

Cash Equivalents
----------------

For purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

Inventories
-----------

Inventories are stated at the lower of cost or market with cost being determined
by the first-in, first-out (FIFO) method. The Company has no inventories at
December 31, 2003 and 2002.

Property and Equipment
----------------------

Property and equipment are recorded on the basis of cost. For financial
statement purposes, property and equipment are depreciated using straight-line
method over their estimated useful lives. Depreciation expenses from continuing
operations amounted $4,614 and $7,795 for the years ended December 31, 2003 and
2002, respectively. Maintenance, repairs, and minor renewals are charged against
earnings when incurred. Additions and major renewals are capitalized.

Impairment of Long-Lived Assets
-------------------------------

The Company has adopted Statement of Financial Accounting Standards No. 144
("SFAS 144"). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

                                       F-9


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Income Taxes
------------

Income taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Under this method 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 are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be removed or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.

Earnings (Loss) Per Share
-------------------------

The Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings (loss) per share
has been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrants will be excluded as common stock
equivalents in the diluted earnings per share because they are either anti
dilutive, or their effect is not material. The weighted average number of common
shares outstanding used in the computation of earnings (loss) per share was
17,581,996 and 6,258,833 for the year ended December 31, 2003 and 2002
respectively.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Revenue Recognition
-------------------

For revenue from product sales, the Company recognizes revenue in accordance
with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required.

Advertising
-----------

The Company follows the policy of charging the costs of advertising to expenses
incurred. For the years ended December 31, 2003 and 2002, advertising costs from
discontinued operations were $27,274 and $65,684, respectively. The Company
incurred no advertising costs for continuing operations.

Research and Development
------------------------
The Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs.
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. The Company incurred no
research and product development costs for the year ended December 31, 2003 and
2002.

                                      F-10


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Concentrations of Credit Risk
-----------------------------

Financial instruments and related items which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
trade receivables. The Company places its cash and temporary cash investments
with credit quality institutions. At times, such investments may be in excess of
the FDIC insurance limit. The Company periodically reviews its trade receivables
in determining its allowance for doubtful accounts. The allowance for doubtful
accounts for discontinued operations at December 31, 2003 and 2002 is $1,320.
There is no allowance for doubtful accounts established for continuing
operations at December 31, 2003 and 2002.

Stock Based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2003 and 2002
and for subsequent periods.

Had compensation costs for the Company's stock options been determined based on
the fair value at the grant dates for the awards, the Company's net loss and
losses per share would have been as follows (transactions involving stock
options issued to employees and Black-Scholes model assumptions are presented in
Note J):
<TABLE>
<CAPTION>
                                                                  2003           2002
                                                              -------------  -------------
<S>                                                           <C>            <C>
Net loss - as reported                                        $  (924,547)   $   (944,833)
Add: Total stock based employee compensation expense
  as reported under intrinsic value method (APB. No. 25)               --              --
Deduct: Total stock based employee compensation expense
  as reported under fair value based method (SFAS No. 123)        (87,525)        (19,248)
                                                              -------------  -------------
Net loss - Pro Forma                                          $ (1,012,072)  $   (964,081)
Net loss attributable to common stockholders - Pro forma      $ (1,012,072)  $   (964,081)
Basic (and assuming dilution) loss per share - as reported    $      (0.05)  $      (0.15)
Basic (and assuming dilution) loss per share - Pro forma      $      (0.06)  $      (0.15)
</TABLE>

Liquidity
---------

As shown in the accompanying consolidated financial statements, the Company
incurred net loss from continuing operating of $649,281 and $17,295 during the
year ended December 31, 2003 and 2002, respectively. The Company's current
liabilities exceeded its current assets by $973,810 as of December 31, 2003.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

                                      F-11


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Segment Information
-------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision-making group, in making decisions
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

Reclassifications
-----------------

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

New Accounting Pronouncements
-----------------------------

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The adoption of FASB interpretation
no. 46 did not have a material impact on the Company's results of operations or
financial position.

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 did not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 did not have a material impact on the Company's results
of operations or financial position.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement did not have a material
impact on the Company's results of operations or financial positions.

                                      F-12


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE B - BUSINESS COMBINATIONS

On July 29, 2002, the Company entered into an agreement to acquire 100% of the
common stock of Bible Resources, Inc. ("Bible") in exchange for 10.9 million
common shares of the Company. Bible is a newly formed Nevada corporation
organized for the purpose of exploring, developing and/or investing in oil and
gas resources on a worldwide basis. Bible currently has no business or assets
other than an agreement to purchase an effective 50% investment interest in the
Santa Rosa property in Argentina.

In connection with the acquisition of Bible Resources Inc., the Company issued
to Bible Resources Inc.'s shareholders a total of 10,900,000 shares, valued at
$490,500 (see Note I), of the Company's common stock. Bible Resources Inc. has
no assets and liabilities and has no business activities as of December 31,
2003. The excess of the aggregate purchase price over the fair market value of
net assets acquired was recorded as acquisition costs and expensed in the period
incurred. The acquisition is being accounted for as a purchase in accordance
with APB 16, and accordingly, the operating results of the acquired company have
been included in the Company's financial statements since the date of
acquisition.

The following summarizes the acquisition of Bible Resources Inc.:

      Issuance of 10,900,000 shares of restricted common stock      $  (490,500)
      Assets acquired                                                        --
      Liabilities assumed                                                    --
      Acquisition costs                                                 490,500
                                                                    ------------
                                                                    $        --
                                                                    ============

NOTE C - DISCONTINUED OPERATIONS

Phillips & King International, Inc.
-----------------------------------

On March 12, 2002, the Company reached a definitive agreement to sell the net
assets of its tobacco distribution business for consideration to be determined
based upon future sales and assumption of $2,196,076 of the debt of Phillips &
King, International, Inc. The results of operations for all years presented have
been restated for the discontinued tobacco distribution business. The following
summarizes the gain on the disposition of the tobacco distribution business
segment for the years ended December 31, 2003 and 2002:

                                                          2003          2002
                                                      -----------   ------------
      Debts assumed                                   $       --    $ 2,196,076
      Net assets disposed of                                  --     (1,695,083)
                                                      -----------   ------------
      Net gain on disposal                            $       --    $   500,993
                                                      ===========   ============

Carey's Smokeshop
-----------------

On January 23, 2003, the management received the authority to proceed with the
plan of disposal of its tobacco and related business. The Company has
historically offered products to consumers through its "Carey's Smokeshop"
Catalog, exclusively by mail order and through website. Due to inadequate
financing and the Company's working capital deficiency, Management has made the
decision to seek to sell or discontinue its traditional operations of selling
tobacco products and accessories. While this decision has been made, it is the
Company's intention to operate its current business for such period of time as
is necessary in order to liquidate its inventory and to attempt to sell its
tangible and intangible assets in the fiscal year 2004. The following summarizes
the assets and liabilities of discontinued operations as on December 31, 2003
and 2002:

                                                         2003          2002
                                                      ------------  ------------
Assets:
Accounts Receivable, Total                            $     3,920   $    13,787
Allowance for Doubtful Accts                               (1,320)       (1,320)
Leasehold Improvements                                         --       109,320
Furniture & Fixtures                                       21,275        21,275
Data Processing Equipment                                  62,533        62,533
Web Site Development                                      111,324       111,324
Accumulated Depreciation                                 (184,851)     (252,046)
Trademark                                                  17,949        17,949
Artwork                                                    35,914        35,914
Mailing List                                              889,000       889,000
Accumulated Amortization                                 (890,002)     (845,554)
                                                      ------------  ------------
Total Assets                                          $    65,742   $   162,182
                                                      ============  ============

                                      F-13


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE C - DISCONTINUED OPERATIONS (CONTINUED)

Carey's Smokeshop (Continued)

                                                         2003          2002
                                                      ------------  ------------
Liabilities:
Customer Advances & Credits                           $     7,648   $    19,201
Accounts payable and accrued liabilities                  240,814       387,789
Deferred Income                                            28,057        59,196
                                                      ------------  ------------
Total Liabilities                                     $   276,519   $   466,186
                                                      ============  ============

The financial statements reflect the operating results and balance sheet items
of the discontinued operations separately from continuing operations. Prior
years have been restated. Operating results for the discontinued operations for
the years ended December 31, 2003 and 2002 were:

                                                          2003          2002
                                                      ------------  ------------
Revenue                                               $   541,666   $   542,985
Expenses                                                 (706,932)   (1,861,516)
                                                      ------------  ------------
Net (Loss)                                            $  (165,266)  $(1,318,531)
                                                      ============  ============

Depreciation and amortization expense included in expenses of discontinued
operations amounted to $86,573 and $208,622 for the years ended December 31,
2003 and 2002, respectively.

NOTE D - RESTRICTED CASH

Restricted cash at December 31, 2003 represents cash held in an escrow bank
account for estimated tobacco taxes due to the State of Ohio under Master
Settlement Agreement (MSA). There is no termination of the escrow until
liabilities are defined and settled.

NOTE E - PROPERTY, PLANT AND EQUIPMENT

The Company's property, plant and equipment at December 31, 2003 and 2002
consist of the following:

                                                          2003          2002
                                                      ------------  ------------
Furniture & Fixtures                                  $    43,267   $    43,267
Less: Accumulated Depreciation                            (43,267)      (38,653)
                                                      ------------  ------------
                                                      $        --   $     4,614
                                                      ============  ============

Depreciation expense included as a charge to operations for the year ended
December 31, 2003 and 2002 amounted to $4,614 and $7,795, respectively.

NOTE F - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at December 31, 2003 and 2002 are as
follows:

                                                          2003          2002
                                                      ------------  ------------
Accounts payable                                      $    70,690   $        --
Accrued interest                                           28,070         9,500
Accrued payroll, payroll expenses and taxes               192,089       137,869
                                                      ------------  ------------
Total                                                 $   290,849   $   147,369
                                                      ============  ============

                                      F-14



<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE G - NOTES PAYABLE

a) Notes Payable to Officers and Directors
------------------------------------------

Notes payable to officers and directors at December 31, 2003 and 2002 are as
follows:

                                                          2003          2002
                                                      ------------  ------------

5% note payable to Company officer, principal and
accrued interest payable on or before December 2002;
secured by Company assets. The Company is currently
in default under the terms of the note.               $   150,000   $   150,000

6% note payable to Company officer, principal and
accrued interest payable on or before October 2002;
unsecured. The Company is currently in default under
the terms of the note.                                     50,000        50,000

6% note payable to Company director, principal and
accrued interest payable on or before October 2002;
unsecured. The Company is currently in default under
the terms of the note.                                     50,000        50,000
                                                      ------------  ------------
                                                          250,000       250,000
Less: current portion                                    (250,000)     (250,000)
                                                      ------------  ------------
Note payable - long term                              $        --   $        --
                                                      ============  ============

b) Notes Payable to Third Parties
---------------------------------

Notes payable to investors at December 31, 2003 and 2002 are as follows:

                                                          2003         2002
                                                      ------------  ------------
10% note payable to an investor, principal and
  accrued interest payable on or before January
  2004; unsecured.                                    $    25,000   $        --
10% note payable to an investor, principal and
  accrued interest payable on or before January
  2004; unsecured.                                          5,000            --
10% note payable to an investor, principal and
  accrued interest payable on or before January
  2004; unsecured.                                          5,000            --
                                                      ------------  ------------
                                                           35,000            --
Less: current portion                                     (35,000)           --
                                                      ------------  ------------
Note payable - long term                              $        --   $        --
                                                      ============  ============

c) Notes Payable with Non-detachable Securities
-----------------------------------------------

Notes payable with non-detachable securities at December 31, 2003 and 2002 are
as follows:

                                                          2003          2002
                                                      ------------  ------------
6% note payable to an investor, principal and
  accrued interest payable on or before January
  2004; unsecured. The Company shall also distribute
  120,000 shares of its common stock to the
  noteholder upon completion of the notes agreement
  in January 2004.                                    $    30,000   $        --
Debt Discount - value of securities attached to
  note payable, net of accumulated amortization of
  $17,512 and $0 at December 31, 2003 and 2002,
  respectively.                                            (2,888)           --
                                                      ------------  ------------
                                                           27,112            --

6% note payable to an investor, principal and
  accrued interest payable on or before January
  2004; unsecured. The Company shall also
  distribute 42,700 shares of its common stock to
  the noteholder upon completion of the notes
  agreement in January 2004.                               16,000            --
Debt Discount - value of securities attached to
  note payable, net of accumulated amortization
  of $11,929 and $0 at December 31, 2003 and
  2002, respectively.                                      (2,162)           --
                                                      ------------  ------------
                                                           13,838            --
Total                                                      40,950            --
Less: current portion                                     (40,950)           --
                                                      ------------  ------------
Note payable - long term                              $        --   $        --
                                                      ============  ============

                                      F-15


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE G - NOTES PAYABLE (CONTINUED)

c) Notes Payable with Non-detachable Securities (Continued)
-----------------------------------------------------------

The Company accounted for the notes payable and common stock purchase rights in
accordance with APB No. 14, "Accounting for Convertible Debt and Debt Issued
with Stock Purchase Warrants" ("APB 14"). Proceeds from the issuance of notes
payable with equity securities are allocated between the debt and the securities
based on their relative fair values. The Company recognized the portion of the
proceeds allocated to the securities in the amount of $34,491 to additional
paid-in capital and a discount against the notes payable. The debt discount
attributed to the value of the securities to be issued is amortized over the
notes payable's maturity period as interest expense. The Company amortized the
debt discount attributed to the securities to be issued and recorded non-cash
interest expense of $29,441 and $0 for the years ended December 31, 2003 and
2002, respectively. As of the date of this audit report, the Company is in
default under terms of all note agreements and all notes payable are still
outstanding.

NOTE H - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments" ("SFAS 107"), defines the fair value of a
financial instrument as the amount at which the instrument could be exchanged in
a current transaction between willing parties. The Company includes fair value
information in the notes to consolidated financial statements when the fair
value of its financial instruments is materially different from the book value.
The carrying value of the Company's cash and cash equivalents, short-term debt
securities held to maturity, time deposits, receivables, other current assets,
accounts payable, and accrued liabilities, included in the accompanying balance
sheets, approximate the estimated fair value of those instruments because of
their short-term nature. The fair value of the notes payable to banks based on
the interest rates currently available for borrowings with similar terms and
maturities approximates the carrying amount of those borrowings. The fair value
of the amounts due to and from related party cannot be determined due to the
uncertainty as to the timing of repayment.

NOTE I - CAPITAL STOCK

Common Stock
------------

On October 28, 2002, the Company's shareholders approved the filing of a
Certificate of Amendment to the Company's Certificate of Incorporation to
increase the authorized number of common Shares from 25,000,000 shares, $0.001
par value, to 75,000,000 shares,$0.001 par value. The number of authorized
preferred shares remained unchanged. As of December 31, 2003 and 2002, the
Company has 18,421,667 and 16,815,000 shares of common stock issued and
outstanding.

The Company is not currently subject to any contractual arrangements, which
restrict its ability to pay cash dividends. The Company's Certificate of
Incorporation prohibits the payment of cash dividends on the Company's Common
Stock in excess of $.05 per share per year so long as any Serial Preferred Stock
remains outstanding unless all accrued and unpaid dividends on Serial Preferred
Stock has been set apart and there are no arrearages with respect to the
redemption of any Serial Preferred Stock.

In August 2002, the Company issued 400,000 shares of restricted common stock
valued at $0.045 per share to investors in connection with issuance of notes
payable aggregating $100,000. In August 2002, the Company issued 50,000 shares
of the Company's common stock to a consultant in exchange for services provided
to the Company. The Company valued the shares issued at $0.045 per share, which
approximated the fair value of the shares issued during the period the services
were rendered. The compensation costs of $ 2,250 were charged to income during
the year ended December 31, 2002. In August 2002, the Company issued 2,500,000
shares of restricted common stock to Company in exchange for previously incurred
debt of $112,500.

In September 2002, the Company issued an aggregate of 10,900,000 shares of
restricted common stock valued at $0.045 per share for a total value of $490,500
in connection with the acquisition of Bible Resources, Inc. (See Note B).

In September 2002, the Company issued 60,000 shares of common stock for an
aggregate purchase price of $6,000 for employee stock options at $0.10 per
share.

In March 2003, the Company issued 240,000 shares of common stock for an
aggregate purchase price of $24,000 for employee stock options at $0.10 per
share. The Company has determined that the $24,000 of stock subscription
receivable is not collectible and has charged the write-off of stock
subscription receivable to the operations as of December 31, 2003.

                                      F-16



<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE I - CAPITAL STOCK (CONTINUED)

In July 2003, the Company issued an aggregate of $1,366,667 shares of common
stock to sophisticated investors in exchange for $205,000 of cash, net of fees
and costs.

In December 2003, the Company received $50,000 from an investor for 500,000
shares of common stock subscribed at $.10 per share. The common shares were not
issued until January 2004. The Company accounted for the $50,000 of proceeds
received as stock subscription payable at December 31, 2003.

Series A Preferred Stock
------------------------

The Company is authorized to issue up to 10,000,000 shares of Preferred Stock in
one or more series and to fix the rights, preferences, privileges, and
restrictions thereof, including dividend rights, conversion rights, voting
rights, terms of redemption, liquidating preferences, and the number of shares
constituting any series or the designation of such series. Duncan Hill, Inc.,
the parent of the Company owns 5,000,000 shares of Series A Preferred Stock
(Series A) $.001 par value. The holders of the Series A stock are entitled to
one vote for each share held of record on all matters submitted to a vote of the
stockholders.

The Series A stock is not subject to redemption and has no conversion rights or
rights to participate in dividend payments. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Company, each share of Series A stock has a liquidation preference of $.001 per
share.

Series B Preferred Stock
------------------------

The Company has issued 1,100,000 shares of its Series B Convertible Preferred
Stock (Series B) $.001 par value to Duncan Hill, Inc. The Series B stock has the
same voting privileges as the Common Stock. Each share of Series B stock is
convertible into one share of the Company's Common stock at the option of either
the holder or the Company upon the Company's net pre-tax profit reaching
$500,000 in any given calendar year. The holder of each share of Series B
Preferred Stock will be entitled to receive, when, as, and if declared by the
Board of Directors of the Company, out of funds legally available therefore,
cumulative quarterly cash dividends at the rate of $.025 per share, quarterly on
March 31, June 30, September 30, and December 31 commencing with March 31, 1998
before any dividend shall be declared, set apart for, or paid upon the Common
Stock for such year, and the remainder of the surplus or net earnings applicable
to the payment of dividends shall be distributed as dividends among the holders
of Common Stock as and when the Board of Directors determines. There were no
dividends declared or paid during 2003 or 2002 on the Series B Preferred Stock.
Dividends in arrears on the Series B preferred stock amount to $.60 per share or
$660,000 in the aggregate at December 31, 2003.

The Series B stock is not subject to redemption. In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Company, each share of Series B stock has a liquidation preference of $.001 plus
dividends in arrears, which is subordinated to the liquidation preference of the
Series A stock.

NOTE J - WARRANTS AND STOCK OPTIONS

Class A Warrants
----------------

The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
shareholders at December 31, 2003.
<TABLE>
<CAPTION>

                      Warrants Outstanding                                 Warrants Exercisable
                      --------------------                                 --------------------
                                Weighted Average           Weighed                         Weighted
                     Number    Remaining Contractual       Average          Number         Average
Exercise Prices   Outstanding       Life (Years)        Exercise Price    Exercisable   Exercise Price
---------------   -----------       ------------        --------------    -----------   --------------
<S>                 <C>                <C>                 <C>              <C>              <C>
   $ 6.00           200,000            3.92                $ 6.00           200,000          $ 6.00
     0.10           500,000            2.75                  0.10           500,000            0.10
                  ---------          ------                ------         ---------          ------
                    700,000            3.08                $ 1.79           700,000          $ 1.79
                  =========          ======                ======         =========          ======

</TABLE>

                                      F-17


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE J - WARRANTS AND STOCK OPTIONS (CONTINUED)

Class A Warrants (Continued)
----------------------------

Transactions involving the Company's warrant issuance are summarized as follows:

                                                                Weighted Average
                                            Number of Shares    Price Per Share
                                            ----------------    ---------------

   Outstanding at January 1, 2002                 3,358,000         $  4.53
      Granted                                            --              --
      Exercised                                          --              --
      Canceled or expired                                --              --
                                              --------------       ----------
   Outstanding at December 31, 2002               3,358,000         $  4.53
      Granted                                            --              --
      Exercised                                          --              --
      Canceled or expired                        (2,658,000)           5.25
                                              --------------       ----------
   Outstanding at December 31, 2003                 700,000         $  1.79
                                              ==============       ==========

Stock Options
-------------

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to
shareholders at December 31, 2003.

<TABLE>
<CAPTION>
                      Options Outstanding                                      Options Exercisable
                      -------------------                                      -------------------
                                  Weighted Average                                           Weighted
                     Number      Remaining Contractual     Weighed Average     Number         Average
Exercise Prices   Outstanding       Life (Years)           Exercise Price    Exercisable   Exercise Price
---------------   -----------       ------------           --------------    -----------   --------------
<S>                  <C>               <C>                   <C>                 <C>         <C>
  $  3.50            80,000            4.92                  $  3.50             80,000      $  3.50
   0.4044            60,000            1.25                   0.4044             60,000       0.4044
   0.4044           200,000            6.92                   0.4044            200,000       0.4044
     0.25         1,200,000            3.67                     0.25            825,000         0.25
     0.25           400,000            2.58                     0.25            400,000         0.25
                -----------           -----                  -------        -----------      -------
                  1,940,000            3.75                  $  0.40          1,565,000      $  0.44
                ===========           =====                  =======        ===========      =======
</TABLE>

Transactions involving the Company's options issuance are summarized as follows:

                                                                Weighted Average
                                            Number of Shares    Price Per Share
                                            ----------------    ---------------
   Outstanding at January 1, 2002                   340,000         $  1.13
      Granted                                     1,500,000            0.22
      Exercised                                     (60,000)           0.10
      Canceled or expired                                --              --
                                              --------------       ----------
   Outstanding at December 31, 2002               1,780,000         $  0.40
      Granted                                       400,000            0.25
      Exercised                                    (240,000)           0.10
      Canceled or expired                                --              --
                                              --------------       ----------
   Outstanding at December 31, 2002               1,940,000         $  0.40
                                              ==============       ==========

The weighted-average fair value of stock options and warrants granted to
shareholders during the years ended December 31, 2003 and 2002 and the
weighted-average significant assumptions used to determine those fair values,
using a Black-Scholes option pricing model are as follows:

                                      F-18


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE J - WARRANTS AND STOCK OPTIONS (CONTINUED)

Stock Options (Continued)
-------------------------

                                                          2003          2002
                                                      ------------  ------------
  Significant assumptions (weighted-average):
     Risk-free interest rate at grant date                2.25%        1.67%
     Expected stock price volatility                       169%          26%
     Expected dividend payout                               --           --
     Expected option life-years (a)                     3 to 10       5 to 10
  (a) The expected option life is based on contractual expiration dates.

The Company did not grant any stock options and warrants to employees during the
year ended December 31, 2003. If the Company recognized compensation cost for
the stock options and warrants for the non-qualified employee stock option plan
in accordance with SFAS No. 123, the Company's pro forma net loss and net loss
per share would have been $(1,012,072) and $(0.06) for the year ended December
31, 2003 and $(964,081) and $(0.15) for the year ended December 31, 2002,
respectively. The estimated value of the options granted to consultants during
the year ended December 31, 2003 was determined using the Black-Scholes option
pricing model and the amount of the expense charged to operations in connection
with granting the options was $89,600 and $0 during the year ended December 31,
2003 and 2002, respectively.

NOTE K - RELATED PARTY TRANSACTIONS

In addition to notes payable issued to the Company's officers and directors
described in Note G, the Company has entered into a contract with an entity
controlled by the Company's Chief Executive Officer that provides
administrative, executive, and accounting services at a fixed cost per year plus
shipment and warehouse services on a per order basis. Total costs charged to the
Company in 2002 and 2001 amounted to $149,301 and $28,724, respectively. Total
amount due to the entity amounted $225,405 and $76,104 at December 31, 2003 and
2002, respectively.

Two other entities controlled by the Company's Chief Executive Officer
periodically paid expenses on behalf of the Company. As of December 31, 2003 and
2002, the amount due to the entities was $79,714 and $0, respectively.

The Company's Chief Executive Officer has periodically paid expenses on behalf
of the Company. As of December 31, 2003 and 2002, the amount due to the
Company's Chief Executive Officer was $61,027 and $15,000, respectively.

NOTE L - EARNINGS (LOSS) PER SHARE

Basic and fully diluted losses per share are calculated by dividing net income
(loss) available to common shareholders by the weighted average of common shares
outstanding during the year. The Company has no potentially dilutive securities,
options, warrants or other rights outstanding. The following table sets forth
the computation of basic and diluted earnings (loss) per share:

                                                          2003         2002
                                                      ------------  ------------
Net income (loss) available to Common
  stockholders (after preferred Stock dividends
  of $110,000 per year)                               $  (924,547)  $  (944,833)
Basic and diluted earning (loss) per share                  (0.05)        (0.15)
Continuing operation                                        (0.04)        (0.00)
Discontinued operation                                      (0.01)        (0.21)
Basic and diluted weighted average Number of
  common shares outstanding                            17,581,996     6,258,833

NOTE M - INCOME TAXES

The Company has adopted Financial Accounting Standard number 109 which requires
the recognition of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.

                                      F-18



<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE M - INCOME TAXES (CONTINUED)

For income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $6,114,000, which expire through 2023 subject to limitations
of Section 382 of the Internal Revenue Code, as amended. . The deferred tax
asset related to the carry forward is approximately $2,078,000. The Company has
provided a valuation reserve against the full amount of the net operating loss
benefit, since in the opinion of management based upon the earning history of
the Company, it is more likely than not that the benefits will be realized.

Components of deferred tax assets as of December 31, 2003 are as follows:

        Non Current:
          Net operating loss carry forward                         $  2,078,000
          Less: valuation allowance                                  (2,078,000)
                                                                   -------------
          Net deferred tax asset                                   $         --
                                                                   =============

NOTE N - COMMITMENTS AND CONTINGENCIES

Operating Lease
---------------

The Company has entered into a one year operating lease effective December 1,
2002 for warehouse and office space. After December 2003, the Company leases
warehouses and office at the same location on a month to month basis. Total rent
expense was $27,961 and $54,950 for the years ended December 31, 2003 and 2002,
respectively.

Employment Agreement
--------------------

The Company has an employment agreement with the Company's President and Chief
Executive Officer. In addition to salary and benefit provisions, the agreement
includes defined commitments should the employee terminate the employment with
or without cause. The Company has consulting agreements with outside
contractors, certain of whom are also Company stockholders.

Legal Proceedings and Claims
----------------------------

The Company operates as a marketer of tobacco and related products. The industry
by its nature is subject to government regulations and risks related to the
personal health of tobacco consumers. The Company is at times subject to legal
proceedings and claims which arise in the ordinary course of business.
Management evaluates each claim and provides for any potential loss when the
claim is probable and estimable.

In February 2001, Danner Press Inc. ("Danner Press") filed a complaint against
the Court of Common Pleas, Stark County of the State of Ohio. The complaint
alleges a breach of contract. The Company received a judgment in the Plaintiff's
favor in April 2002 in the amount of $118,121. The amount due Danner Press of
$131,790 (including interest) is included in accrued liabilities at December 31,
2002. During the year ended December 31, 2003, the Company entered into a
settlement agreement with Danner Press that the Company made a single payment of
$40,000 in exchange for all outstanding unpaid balance to Danner Press. The
Company was legally released from its obligation for all unpaid service fees,
claims, debts and judgments due to Danner Press. The Company recognized $91,919
of other income from discontinued operations in connection with the
extinguishment of the debt.

Purchase Commitment
-------------------

In connection with the acquisition of Bible Resources Inc. (See note B), the
Company agreed to acquire an effective 50% interest in certain mineral rights in
exchange for $1,400,000. The Company defaulted under the terms of the Agreement,
and subsequently renegotiated the acquisition price increasing the purchase
price to $1,500,000, payable under specified terms and conditions.

NOTE O - GOING CONCERN MATTERS

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the financial statements during the
years ended December 31, 2003 and 2002, the Company incurred losses from
continuing operations of $649,281 and $17,295, respectively. These factors among
others may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.

                                      F-19


<PAGE>

                              THE HAVANA GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE O - GOING CONCERN MATTERS (CONTINUED)

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve it's liquidity problems. Management
anticipates the Company will attain profitable status and improve its liquidity
as a result of its planned restructuring and additional equity investment in the
Company. The accompanying financial statements do not include any adjustments
that might result should the Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company is actively pursuing
additional equity financing through discussions with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

                                      F-20



<PAGE>

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

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Within 90 days prior to the
date of this report, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and the Company's Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on the foregoing, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective. There have been no significant changes
in the Company's disclosure controls and procedures or in other factors that
could significantly affect the disclosure controls subsequent to the date the
Company completed its evaluation. Therefore, no corrective actions were taken.

PART III

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

(a) Identification of Directors

The names, ages and principal occupations of the Company's present directors,
and the date on which their term of office commenced and expires, are as
follows:
<TABLE>
<CAPTION>

                                                        First
                                       Term          Became Director       Principal
Name (1)                   Age       Of Office       and/or Officer        Occupation
--------                   ---       ---------       --------------        ----------

<S>                         <C>         <C>              <C>
William L. Miller           67          (1)              1997           Chairman of the Board and Chief
                                                                          Executive Officer of the Company
Frederick Berndt            29          (1)              2002           Vice President of the Company
Chet Idziszek               56          (1)              2002           President of Ormin Explorations Ltd.
Orin E. Atkins              79          (1)              2002           Retired
Richard DeY Manning         78          (1)              2002           Attorney
______________
</TABLE>

(1)      Directors are elected at the annual meeting of stockholders and hold
         office until the following annual meeting.

(b)      Identification of Executive Officers.

William L. Miller is Chairman of the Board, Chief Executive Officer, Principal
Financial Officer and Treasurer of the Company. Frederick Berndt is Vice
President of the Company.

The terms of all officers expire at the annual meeting of directors following
the annual stockholders meeting. Subject to their contract rights to
compensation, if any, the Board of Directors may remove officers, either with or
without cause, and a successor elected by a majority vote of the Board of
Directors, at any time.

                                       13



<PAGE>

BUSINESS EXPERIENCE

William L. Miller has been Chairman of the Board of Directors of the Company and
Chief Executive Officer since December 1997. Mr. Miller has in the past, and is
currently, serving as the Company's Chief Financial Officer and its sole
executive officer. He previously served as President of the Company from
December 1997 - March 1999. Previously, he was the sole director and executive
officer of Carey from 1984 to December 1997. Mr. Miller has held identical
positions at Kids Stuff, Inc. from its formation in July 1996 until it ceased
operations in 2002. Mr. Miller had been a director of Perfectly Safe, Inc. and
its Vice President since it was formed by Duncan Hill in 1990 until July 1996.
Mr. Miller is President, Founder and a director of Duncan Hill and Zenvesco,
Inc., a privately held company owned by him. He holds a Bachelors Degree in
Mechanical Engineering from Purdue University and a Masters Degree in Business
Administration from Indiana University.

Frederick C. Berndt has been an officer of the Company since September 2002 and
a director of the Company since October 2002. Mr. Berndt has an extensive
background in banking, having studied Finance and Economics at Geneva College in
Pennsylvania. Mr. Berndt began his career in Commercial Banking in 1995. In
1997, he became licensed as a Series 7 and 63, for Rise Securities and became a
partner/Vice President of Berndt & Associates Investment Management, a full
service money management firm that was formed in the early 1970's. In 1999, Mr.
Berndt passed his Securities Principal's license and became the principal and
compliance officer for Rise Securities, Inc. In 2001, Mr. Berndt left Berndt &
Associates to pursue a consulting career in investment banking. He consulted for
EWRX Internet Systems, an anti-virus software company and also consulted for
Hamilton Scientific, a New Jersey based medical software company. In 2002, Mr.
Berndt founded Bible Resources, Inc., a private corporation formed for the
purpose of oil and gas exploration. He then successfully orchestrated the
Company's acquisition of Bible resources described elsewhere herein.

Chet Idziszek has been a director of the Company since August 2002. Mr. Idziszek
is a geologist and business executive with extensive experience in mining and
precious metals businesses. Since 1992, Mr. Idziszek is President and Chairman,
Oromin Explorations, Ltd., which holds the mineral rights to the property in the
Cuyana Basin of Central Argentina known as the "Santa Rosa Dome" project. Mr.
Idziszek began his career as Vice President and Exploration Manager for New
Jersey Zinc Exploration Co. (Canada) Ltd. In 1984, he became Manager of New
Projects for "Consolidated Gold Fields" Canadian Mining, Ltd. In 1987, he became
President-Prime Explorations Ltd., the exploration arm for the Prime Group of
Companies. In 1990, Mr. Idziszek received the "Mining Man of the Year" award in
recognition of his vital role in the discovery and development of the Eskay
Creek gold deposit in Canada, as well as the prestigious "Prospector of the Year
Award for 1994" in recognition of the major role he played in the discovery and
development of the Eskay Creek gold deposit, as well as for his leadership of
Adrian Resources Ltd. during the exploration and development of the Petaquilla
copper-gold-silver-moly deposits in the Republic of Panama. He also served as
director of Arequipa Resources, Ltd., which discovered the Pierina gold deposit
that was subsequently acquired by Barrick Gold Corp. in mid-1996. Mr. Idziszek
holds a Bachelor of Science degree and Master of Applied Sciences degrees from
McGill University in Montreal, Canada. He is a member of the Society of Economic
Geologists, I.A.G.O.D., the Geological Association of Canada, and a Fellow of
the Geological Society, London.

Orin E. Atkins became a director of the Company in August 2002. Mr. Atkins is
the retired Chief Executive Officer of Ashland Oil, Inc., a position he held for
17 years. He was elected President and Chief Executive Officer at 40 years of
age, after14 years in the company's legal department and in various financial
and administrative capacities. When Mr. Atkins became the Chief Executive
Officer, Ashland was a regional refining company refining 165,000 barrels per
day of crude oil with sales of $447.7 million. Over the next 17 years under Mr.
Atkins direction, Ashland grew to an international company with sales of $9.6
billion. Mr. Atkins also served as Director of the Cleveland Branch of the
Federal Reserve Bank. He was a member of the Board of Directors of the American
Petroleum Institute and a member of the executive committee of the Board. Mr.
Atkins has also served as an executive of Tampimex Oil Trading, which was one of
the leading oil trading companies in the world. Mr. Atkins attended Marshall
University and graduated from the law school of the University of Virginia. He
is a past Chairman of the Advisory Board of Marshall, a position he held for
many years.

                                       14



<PAGE>

Richard DeY Manning has been a director of the Company since August 2002. Mr.
Manning is an attorney with extensive experience in the international oil
business. Mr. Manning began his career in 1952 with Cravath, Swaine & Moore, New
York, where he worked extensively on cost allocations in the natural gas
pipeline industry. He then became General Counsel to Commonwealth Oil Refining
Company ("Corco") which refined oil on the south coast of Puerto Rico. He then
established his own law firm in New York City and became outside counsel to
Corco. In the 1960's he was a Director and Vice President of Atlas Development
Company, Inc., a Montreal based international oil trading company which sold
crude oil to the state owned oil company in Argentina. Mr. Manning was
instrumental in developing the Argentine business and setting up a barter
payment system using low sulfur fuel oil for resale in international markets.
Atlas also established offices in London, Rotterdam, and Hamburg. During the
late 1960's and early 1970's, Mr. Manning accepted Hugh L Carey, then a
Congressman, as a member of his law firm and was thereafter active in the
campaign for Carey's election to two terms as Governor of New York. Manning
acted as counsel to New England Petroleum Corporation (Nepco), and negotiated
some of the largest fuel oil supply contracts in the oil industry to numerous
utilities. He then negotiated contracts for the construction of a $600 million,
500,000 barrel per day, oil refinery on Grand Bahama Island, a joint venture
with Standard Oil of California; he also negotiated the contracts for
construction of a petrochemical plant in Puerto Rico. Later in his career Mr.
Manning became an investor in oil and gas wells in Ohio, and ultimately owned
all or part of approximately 200 wells, which he operated through his wholly-
owned corporation. He also worked on special projects for Ashland Oil Company,
Consolidated Edison of Chicago, and others in the oil and petrochemical
business. Mr. Manning is a WWII veteran who retired as a Captain, Parachute
Infantry, in 1947 as a result of injuries received in the Battle of the Bulge in
1945. He was awarded the Distinguished Service Cross, the Bronze Star, Purple
Heart, and the British Military Cross. He is a graduate of the University of
North Carolina, Doctor of Jurisprudence with honors, and Bachelors Degree in
Business Accounting

The Board has no audit, compensation or other committees of the Board of
Directors and it has no nominating or similar committee.

PROPOSED AUDIT COMMITTEE

The Sarbanes-Oxley Act of 2002 requires the Company to have audit committee
consisting of solely independent directors. The definition of "independent
director" is defined in Rule 4200(a) (14) of the NASD's Listing Standards. The
NASD's listing standards define an "independent director" generally as a person,
other than an officer of the Company, who does not have a relationship with the
company that would interfere with the director's exercise of independent
judgment. The Company is also required to disclose whether or not any of the
independent directors who make up the audit committee is a "Financial Expert."
The term "Financial Expert" is defined as a person who has the following
attributes: an understanding of generally accepted accounting principals and
financial statements; has the ability to assess the general application of such
principals in connection with the accounting for estimates, accruals and
reserves; experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the Company's financial statements, or
experience actively supervising one or more persons engaged in such activities;
an understanding of internal controls and procedures for financial reporting;
and an understanding of audit committee functions. The audit committee would be
expected to establish a written charter detailing the audit committee's
responsibilities to include, among other things:

         o    annually reviewing and reassessing the adequacy of the committee's
              formal charter;

         o    reviewing the annual audited financial statements with the
              Company's management and its independent auditors and the adequacy
              of its internal accounting controls;

         o    reviewing analyses prepared by the Company's management and
              independent auditors concerning significant financial reporting
              issues and judgments made in connection with the preparation of
              its financial statements;

         o    being directly responsible for the appointment, compensation and
              oversight of the independent auditor, which shall report directly
              to the Audit Committee, including resolution of disagreements
              between management and the auditors regarding financial reporting
              for the purpose of preparing or issuing an audit report or related
              work;

                                       15



<PAGE>

         o    reviewing the independence of the independent auditors;

         o    reviewing the Company's auditing and accounting principles and
              practices with the independent auditors and reviewing major
              changes to its auditing and accounting principles and practices as
              suggested by the independent auditor or its management;

         o    reviewing all related party transactions on an ongoing basis for
              potential conflict of interest situations; and

         o    all responsibilities given to the Audit Committee by virtue of the
              Sarbanes-Oxley Act of 2002, which was signed into law by President
              George W. Bush on July 30, 2002.

As of the filing date of this Form 10-KSB, the Company has not established an
audit committee and under the Sarbanes-Oxley Act of 2002, this means that the
duties of the audit committee fall upon the Board of Directors until an audit
committee is established. It is the Company's intention to establish an audit
committee in accordance with the Sarbanes-Oxley Act of 2002 after receipt of
sufficient financing for the Company's planned oil and gas investment(s), of
which there can be no assurances given.

CODE OF ETHICS

Effective March 3, 2003, the Securities & Exchange Commission requires
registrants like the Company to either adopt a code of ethics that applies to
the Company's Chief Executive Officer and Chief Financial Officer or explain why
the Company has not adopted such a code of ethics. For purposes of item 406 of
Regulation S-K, the term "code of ethics" means written standards that are
reasonably designed to deter wrong doing and to promote:

         o    Honest and ethical conduct, including the ethical handling of
              actual or apparent conflicts of interest between personal and
              professional relationships;

         o    Full, fair, accurate, timely and understandable disclosure in
              reports and documents that the Company files with, or submits to,
              the Securities & Exchange Commission and in other public
              communications made by the Company;

         o    Compliance with applicable governmental law, rules and
              regulations;

         o    The prompt internal reporting of violations of the code to an
              appropriate person or persons identified in the code; and

         o    Accountability for adherence to the code.

In this respect, the Company intends to adopt a code of ethics in the form filed
as Exhibit 14.1 to this Form 10-KSB. Changes to the Code of Ethics will be filed
under a Form 8-K or quarterly or annual report under the Exchange Act.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and greater than ten percent
stockholders are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file. To Management's knowledge, no
officer, director or person owning more than 10% of the Company's Common Stock
filed any reports late during its fiscal year ended December 31, 2003, except
that (i) William L. Miller, an officer and director of the Company, and Duncan
Hill, Inc., a principal stockholder of the Company, each filed a Form 4 late in
September 2003, with Mr. Miller's filing having been made one day late in the
case of one transaction and Duncan Hill's filing being made only several days
late for the transactions reported and (ii) Steven Heard, a principal
stockholder, failed to file a Form 5 in lieu of a Form 4 for a gift transaction
that took place in October 2002 and Frederick Berndt, an officer and director of
the Company, failed to file Form 4's for gift transactions that took place in
February and July, 2003 and he failed to file a Form 5 in connection with those
transactions. On or about the filing date of this Form 10-KSB, Messrs. Heard and
Berndt filed the required Form 5's.

                                       16



<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table provides a summary compensation table with respect to the
compensation of William L. Miller, the Company's Chief Executive Officer (CEO)
for the past three years.

The following table provides a summary compensation table with respect to the
compensation of William L. Miller, the Company's Chief Executive Officer (CEO)
for the past three years.

<TABLE>
<CAPTION>
 ---------------------------------------------------------------------------------------------------------------------------------
                                                                                   Long Term Compensation
 ---------------------------------------------------------------------------------------------------------------------------------
                                   Annual Compensation                    Awards                          Payouts
 ---------------------------------------------------------------------------------------------------------------------------------
    Name and               Year    Salary ($)   Bonus ($)  Other Annual   Restricted      Number of       LTIP       All Other
    Principal Position                                     Compensation   Stock           Options         Payout     Compensation
                                                           ($) (2)        Award(s)                        ($)        ($)
                                                                          ($)
 ---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>     <C>              <C>            <C>         <C>         <C>           <C>          <C>
    W. Miller, Chief       2003    100,000(1)       0              0           0           0             0            0
    Executive Officer      -------------------------------------------------------------------------------------------------------
                           2002    100,000(1)       0          2,400           0(3)        0             0            0
                           -------------------------------------------------------------------------------------------------------
                           2001    100,000(1)       0          9,600           0           0             0            0
 ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Mr. Miller accrued or received a salary of $100,000 in each of the three
    years ended December 31, 2003. During 2001, 2002 and 2003, the Company
    accrued salary of $96,623, $37,600 and $41,467, respectively.

(2) Mr. Miller had the use of a Company leased automobile during 2001 and the
    first three months of 2002. Mr. Miller personally paid $300 of the monthly
    $1,100 lease for a net of $800 per month paid by the Company.

(3) Mr. Miller did not receive any restricted stock grants for services rendered
    in 2002. However, Mr. Miller loaned the Company $50,000 in August 2002 and
    received 200,000 shares of the Company's restricted Common Stock as an
    inducement for such loan. In September 2002, he converted $112,500 of
    indebtedness into 2,500,000 shares of the Company's unregistered Common
    Stock.

                                       17



<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END

OPTION VALUES

The information provided in the table below provides information with respect to
each exercise of the Company's stock option during fiscal 2003 by the Company's
Chief Executive Officer and the fiscal year end value of the Company's
unexercised options.
<TABLE>
<CAPTION>

   (a)                   (b)              (c)             (d)                   (e)
                                                                             Value of
                                                         Number of          Unexercised
                                                        Unexercised         In-the-Money
                         Shares                          Options at           Options
                       Acquired on         Value         FY-End (#)         at Fy-End($)
                        Exercise         Realized       Exercisable/        Exercisable/
  Name                    (#)            ($)(1)        Unexercisable       Unexercisable(1)
  ----                -----------       ----------     --------------      ----------------

                      <C>
  William L. Miller       -0-             -0-           200,000/0             -0- / -0-
</TABLE>

(1) The aggregate dollar values in column (c) and (e) are calculated by
    determining the difference between the fair market value of the Common Stock
    underlying the options and the exercise price of the options at exercise or
    fiscal year end, respectively. Column (e) is based upon a year-end value of
    Common Stock of approximately $.35 per share at December 31, 2003

REPORT ON REPRICING OF OPTIONS

During the three years ended December 31, 2003, there was no repricing of
outstanding options.

INCENTIVE COMPENSATION PLAN

1997 LONG-TERM STOCK INCENTIVE PLAN. In November 1997, the Company's majority
stockholder approved the adoption of the Company's 1997 Long-term Incentive Plan
(the "Incentive Plan"). Under the Incentive Plan, the Board of Directors or a
Compensation Committee of the Board of Directors consisting of not less than
three members may grant stock incentives to employees of the Company pursuant to
which a total of 400,000 shares of common stock may be issued: provided,
however, that the maximum amount of Common Stock with respect to which stock
incentives may be granted to any person during any calendar year shall be 20,000
shares, except for a grant made to a recipient upon the recipient's initial
hiring by the Company, in which case the number shall be a maximum of 40,000
shares. These numbers are subject to adjustment in the event of a stock split
and similar events. Stock incentive grants may be in the form of options, stock
appreciation rights, stock awards or a combination thereof.

Options granted under the Incentive Plan may be either "Incentive stock
options," which qualify for special tax treatment under Section 422 of the
Internal Revenue Code (the "Code"), or nonstatutory stock options, which do not
qualify. Incentive stock options may only be granted to persons who are
employees of the Company. Options will expire at such time as the compensation
Committee determines, provided that no stock option may be exercisable later
than ten years from its grant, except that the maximum term of any incentive
stock option granted to a person who owns, directly or indirectly, 10% or more
of the combined voting power of the Company's capital stock (a "10%
Shareholder") shall be five years. If an optionee ceases to be an employee by
reason of death, incapacity of retirement, the option shall terminate fifteen
months after the optionee ceases to be an employee. If an optionee ceases to be
an employee because of resignation with the consent of the compensation
committee, the option will terminate three months after the optionee ceases to
be an employee. If an optionee ceases to be an employee or director for any
other reason, the option will expire thirty days after the optionee ceases to be
an employee.

                                       18



<PAGE>

The option price per share is determined by the Compensation Committee, except
for incentive stock options which cannot be less than 100% of the fair market
value of the Common Stock on the date such option is granted or less than 110%
of such fair market value if the optionee is a 10% shareholder. Payment of the
exercise price may be made in cash, or, unless otherwise provided by the
Compensation Committee, in shares of Common Stock delivered to the Company by
the optionee or by withholding of shares issuable upon exercise of the option or
in a combination thereof. Each Option shall be exercisable in full or in part
not less than six months after the date the Option is granted, or may become
exercisable in one or more installments at such later time or times as the
Committee shall determine. In the event of a "change in control" as defined
under the Incentive Plan, generally any stock incentives which have been
outstanding for at least six months shall be immediately exercisable. Each
option shall be exercised in full or in part. Options are not transferable other
than by will or the laws of descent and distribution, and may be exercised
during the life of the employee or director only by him or her. No Incentive
Stock Options may be granted under the Incentive Plan after November 8, 2007.
However, any options outstanding on November 8, 2007 will remain in effect in
accordance with their terms.

The Incentive Plan also provides for the granting of stock appreciation rights
("SAR"), which entitle the holder to receive upon exercise an amount in cash
and/or stock which is equal to the appreciation in the fair market value of the
Common stock between the date of the grant and the date of exercise. The number
of shares of Common Stock to which a SAR relates, the period in which it can be
exercised, and other terms and conditions shall be determined by the
Compensation committee, provided, however, that such expiration date shall not
be later than ten years from the date of the grant. SARS are not transferable
other than by will or the laws of descent and distribution, and may be exercised
during the life of the grant only by the grantee. The SARS are subject to the
same rules regarding expiration upon a grantee's cessation of employment or
directorship, as pertains to options, discussed above.

The Compensation Committee may also award shares of Common Stock ("stock
awards") in payment of certain incentive compensation, subject to such
conditions and restrictions as the committee may determine. All shares of Common
Stock subject to a stock award will be valued at not less than 100% of the fair
market value of such shares on the date the stock award is granted. The number
of shares of Common stock which may be granted as a stock award in any calendar
year may not exceed 80,000.

The Incentive Plan will be administered by the compensation Committee, which has
the authority to prescribe, amend and rescind rules and regulations relating to
the Plan, to accelerate the exercise date of any option, to interpret the Plan
and to make all necessary determinations in administering the Plan. The
Incentive Plan will remain in effect until such time as it is terminated by the
Board of Directors. The Incentive Plan may be amended by the Board of Directors
upon the recommendation of the Compensation Committee, except that, without
stockholder approval, the Plan may not be amended to: increase the number of
shares subject to issuance under the Plan: change the class of persons eligible
to participate under the Plan: withdraw the administration of the Plan from the
Compensation Committee, or, to permit any option to be exercised more than ten
years after the date it was granted. As of the date of the Form 10-KSB, the
Compensation Committee has yet to be formed, and no stock incentives have been
granted under the Incentive Plan.

EMPLOYMENT AGREEMENTS

Pursuant to an employment agreement dated as of December 1, 1997, the Company
employed William Miller ("Miller") as its Chairman of the Board and Chief
Executive Officer over a term commencing on December 1, 1997 and expiring on
December 31, 2002. On February 7, 2000, the Company extended Mr. Miller's one
additional year to December 31, 2003 and agreed to sell to Mr. Miller 240,000
shares of Havana's Common Stock at the then fair market value of $.4044 per
share. This agreement is currently extended on a month-to-month basis. The
agreement provides for:
(i)  a base annual salary of $100,000;
(ii) a cash bonus pool for key management personnel administered by the Board of
     Directors or a Compensation Committee under which a cash bonus will be paid
     to Miller in an amount ranging from 0% to 50% of Miller's prior year's base
     salary;
(iii) five-year warrants to purchase 200,000 shares of the Company's Common
     Stock at an exercise price of $6.00 per share, which warrants on May 14,
     1998 automatically converted into 200,000 Class A Warrants identical to
     those sold to the public in connection with its initial public offering
     which was later sold by Mr. Miller;

                                       19



<PAGE>

(iv) in the event the Company engages in any interim financing in order to raise
     capital for any venture, subsidiary acquisition or similar transaction,
     Miller shall have the option to participate in, or match the terms of, any
     such interim financing such that the terms offered to Miller are the same
     or similar to those terms offered to such non-affiliated third party, and
     Miller is given the opportunity to participate up to an amount equal to the
     amount of financing provided by any third party and
(v)  ten-year options to purchase 200,000 shares of the Company's Common Stock.

As of March 31, 2004, Mr. Miller has options to purchase 200,000 shares which
are vested and are currently exercisable at $.4044. On February 4, 2000 Mr.
Miller's options which were originally exercisable at $6.00, subject to
adjustment, were cancelled and were re-granted on terms identical to those in
his original options except the exercise price was lowered to $.4044 per common
share representing the market value of the Company's common stock at February 4,
2000. On June 30, 1999, Mr. Miller received 200,000 warrants in exchange for his
waiver of a total of $42,000 of monies due him. Since fiscal year 2000, due to a
lack of working capital, Mr. Miller has accrued salary from time-to-time. See
"Item 12."

Miller's employment agreement provides for indemnification to the full extent
permitted by law. Provided Miller beneficially owns less than 50% of the
Company's then outstanding voting stock, Miller is entitled to terminate the
agreement on 30 days' prior written notice upon the incurrence of one of the
following events: (a) the failure of the Company to re-elect him as Chief
Executive Officer; (b) a material change in his responsibilities, functions or
duties; (c) a material breach of the agreement by the Company; or (d) the
liquidation or dissolution, or consolidation, merger or other business
combination of the Company, or transfer of all or substantially all of the
Company' assets unless such consolidation, merger, or business combination does
not adversely affect Miller's position or the dignity or responsibilities of
Miller. The employment agreement can be terminated by the Company at any time
for cause (as defined in the agreement) on 30 days' prior written notice. In the
event that the agreement is terminated by the Company without cause or by Miller
(as described below) due to a material change in his responsibilities, functions
or duties, the Company shall pay Miller a lump sum on the date of termination as
severance pay an amount derived by multiplying the factor 2.99 by the sum of
Miller's salary and bonus paid in the year prior to the year of termination. In
the event the agreement expires and Miller is not re-hired as Chairman of the
Board and Chief Executive Officer of the Company on terms mutually acceptable to
the parties, the Company shall pay in a lump sum on the date of termination
severance compensation to Miller in an amount equal to Miller's salary and bonus
paid in the year ending December 31, 2002. In the event that (i) any person
other than Miller, Jeanne E. Miller (Miller's wife), Duncan Hill or their
affiliates by any means of purchase or acquisition becomes the beneficial owner
of more than 50% of the Company's outstanding Common Stock or (ii) the Company
enters into an agreement of reorganization, consolidation or merger of the
Company with one or more corporations as a result of which the Company is not
the surviving corporation or an agreement to sell all or substantially all of
the assets of the Company, then all of Miller's options to purchase Common Stock
of the Company outstanding at the time of the event and which were granted six
months or more prior to the event, shall immediately become exercisable in full.
Thereafter, upon the written election of Miller given within 180 days of the
event, the Company shall repurchase for cash all or any part of the options as
specified in the written election at a price per share equal to the difference
in the fair market value of the Company's Common Stock on the date of the event
and the option exercise price per share.

Pursuant to an amendment to Mr. Miller's employment contract, the Company has
the right to pay Mr. Miller's base salary in whole or in part in cash or in
Common Stock of the Company. In the case of Common Stock, the Company is
obligated to register the Common Stock on a Form S-8 Registration Statement. The
amended employment contract gave Mr. Miller the right to convert any amounts
owed to him at July 29, 2002 into convertible promissory notes or into Common
Stock of the Company at the price per share in existence on July 29, 2002
provided such election was made no later than August 31, 2002. In this respect,
as disclosed under Item 12, Mr. Miller converted $112,500 into 2,500,000 shares
of Common Stock.

                                       20



<PAGE>

In October 2002, the Company entered into a 15-month employment contract to
retain the services of Frederick Berndt as an executive officer. Mr. Berndt is
entitled to receive an annual salary of $65,000 plus such bonuses as determined
by the Board of Directors of the Company. The Company has the right to terminate
the agreement at any time with cause on 30 days prior written notice. Mr. Berndt
may terminate the agreement on 30 days prior written notice if the Company fails
to re-elect him as an executive officer, any material change in executive's
functions, duties and responsibilities, the liquidation or dissolution or
transfer of substantially all of the assets into another corporation which would
adversely affect executive's position and any material breach of the agreement
by the Company. To date, Mr. Berndt has accrued $40,460 of his salary due under
his employment contract.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Certificate of Incorporation contains a provision eliminating the
personal monetary liability of directors to the extent allowed under the General
Corporation Law of the State of Delaware. Under the provision, a stockholder is
able to prosecute an action against a director for monetary damages only if he
can show a breach of the duty of loyalty, a failure to act in good faith,
intentional misconduct, a knowing violation of law, an improper personal benefit
or an illegal dividend or stock repurchase, as referred to in the provision, and
not "negligence" or "gross negligence" in satisfying his duty of care. In
addition, the provision applies only to claims against a director arising out of
his role as a director and not, if he is also an officer, his role as an officer
or in any other capacity or to his responsibilities under any other law, such as
the federal securities laws. In addition, the Company's Bylaws provide that the
Company will indemnify its directors, officers, employees and other agents to
the fullest extent permitted by Delaware law. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

DIRECTORS COMPENSATION

When working capital permits, the Company pays its directors who are not also
employees of the Company $500 for each meeting attended and will reimburse such
directors for travel and other expenses incurred by them in connection with
attending Board of Directors meetings. Miller received options and other
compensation pursuant to his employment contract as discussed under "Employment
Contract." In August 2002, the Company granted each of three director's options
to purchase 400,000 shares of Common Stock at an exercise price of $.25 per
share. The options have a term of five years and are vested one-third
immediately, one-third on August 15, 2003 and the balance on August 15, 2004.

POTENTIAL CONFLICTS OF INTEREST

Miller is a co-founder of the Company's parent, Duncan Hill. Miller is currently
the President of Duncan Hill, as well as Chairman of the Board of Directors and
Chief Executive Officer of Zenvesco, Inc. and the Company. He was formerly
Chairman of the board and Chief Executive Officer of Kids Stuff, Inc. which
ceased its operations in 2002. Miller's employment agreement with the Company
provides that he shall be permitted to devote such time to managing his
affiliated companies, as he deems appropriate. Accordingly, Miller is not
devoting his full-time attention to managing the operations of the Company.
Thus, conflicts of interest could potentially develop (i) to the extent that
Miller is not able to devote his full-time and attention to a matter that would
otherwise require the full-time and attention of a business' chief executive
officer, (ii) involving competition for business opportunities, and (iii)
involving transactions between the Company and its affiliated companies. The
Company has not adopted any procedure for dealing with such conflicts of
interest, except that the Company's Board of Directors has adopted a policy that
all new transactions between the Company and his affiliated companies must be
approved by at least a majority of the Company's disinterested directors.

                                       21



<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following table sets forth as of March 31, 2004, certain information with
respect to the beneficial ownership of Common Stock and Series A and Series B
Preferred Stock by each person or entity known by the Company to be the
beneficial owner of 5% or more of such shares, each officer and director of the
Company, and all officers and directors of the Company as a group.

<TABLE>
<CAPTION>
                                                                                Shares of Series A and B
                                         Shares of                              Preferred
                                         Common Stock                           Stock
                                         Beneficially Owned                     Beneficially Owned
                                         -------------------                    --------------------------
 NAME AND ADDRESS OF
 BENEFICIAL OWNERS(1)(2)                    NUMBER       PERCENT(3)               NUMBER          PERCENT(4)
-------------------------------------------------------------------------------------------------------------

<S>                                       <C>              <C>                 <C>                  <C>
 Duncan Hill, Inc.                        866,000(4)       4.3%                6,100,000(4)         100%

 William L. Miller (5)(8)               3,966,000(8)      19.0                 6,100,000(5)         100%

 Chet Idziszek (6) (7)                    600,000          2.9                      -0-              -0-

 Orin E. Atkins (6)                       400,000          1.9                      -0-              -0-

 Richard DeY Manning (6)                  400,000          1.9                      -0-              -0-

 Frederick Berndt(9)                    3,900,000         18.8                      -0-              -0-

 All five Officers and
 Directors and
 Duncan Hill as a Group (10)            9,556,000         43.2                 6,100,000(5)          100%

 Steven Heard                           4,600,000         22.8                      -0-              -0-

_____________
</TABLE>

(1) Beneficial ownership as reported in the table above has been determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange
Act"). or investment power, have been deemed beneficially owned. Accordingly,
except as noted, all of the Company's securities over which the officers and
directors and nominees named, or as a group, directly or indirectly have, or
share voting.

(2) All addresses are c/o The Havana Group, Inc., 7090 Whipple Avenue N.W.,
North Canton, Ohio 44720.

(3) Calculated based upon 20,207,701 shares of Common Stock outstanding without
giving effect to the possible exercise of outstanding Class A Warrants and
Options, except those required under the attribution rules of the Exchange Act.

(4) Calculated based upon 5,000,000 shares of Series A Preferred Stock and
1,100,000 Series B Preferred Stock outstanding. The holders of the Series A
Preferred Stock are entitled to one vote for each share held of record on all
matters submitted to a vote of the stockholders. The Series A Preferred Stock
has no conversion right. Each share of Series B Preferred Stock is convertible
at the option of the holder into one share of Common Stock at any time after the
Company has pre-tax earnings of at least $500,000 in any calendar year.

(5) Mr. Miller may be deemed to beneficially own all Duncan Hill's shares of
capital stock based upon his and his wife's 68% controlling interest in Duncan
Hill's shares of Common Stock. The table above reflects his controlling interest
of 866,000 shares owned by Duncan and 2,700,000 shares of Havana's Common Stock
and options and warrants to purchase 400,000 shares of Common Stock, which are
directly beneficially owned by him. Mr. Miller by virtue of his beneficial
ownership of Common Stock and Preferred Stock has the right to vote 10,066,000
shares of the Company's Voting Stock (exclusive of his 400,000 shares issuable
upon exercise of outstanding options and warrants) representing 37.6% of the
outstanding Voting Stock of the Company.

(6) Includes options to purchase 400,000 shares of Common Stock.

                                       22



<PAGE>

(7) Does not include 1,000,000 shares of Common Stock which will be issued to a
company controlled by him at such time as the first payment is made to Cynthia
Holdings Ltd. as described in Item 12.

(8) Mr. Miller has granted Company's securities counsel an option to purchase
100,000 of shares of Common Stock subject to the approval of the Company's Board
of Directors. Mr. Miller further agreed that, should Board approval not be
forthcoming, Mr. Miller would provide the Common Stock owned by him personally.
The exercise price is $.30 per share.

(9) Does not include 325,000 shares owned by his father, Frederick E. Berndt.

(10) Includes options and warrants to purchase 1,600,000 shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On December 8, 1997, the Company sold 1,100,000 shares of its Series B Preferred
Stock to Duncan Hill, Inc. in exchange for Duncan Hill's assumption of $300,000
of indebtedness owing to an affiliate. The holder of each share of Series B
Preferred Stock is entitled to receive, when, as and if declared by the Board of
Directors of the Company, out of funds legally available therefore, cumulative
quarterly cash dividends at the rate of $.025 per share, quarterly on March 31,
June 30, September 30 and December 31 commencing with March 31, 1998. All issued
and outstanding shares of Series B Preferred Stock are owned by Duncan Hill. No
Preferred Stock dividends have been paid as of the filing date of this Form
10-KSB. As of March 31, 2004, accrued and unpaid dividends totaled $687,500.

In November 2001 the Company issued to William Miller, CEO, a secured one-year
5% promissory note for partial payment of wages due in the amount of $150,000.
The promissory note is secured by the assets of the Company and remains unpaid
as of the filing date of this Form 10-KSB.

In September 2001 the Company entered into an agreement with Equity Securities,
Inc, for the performance of certain services. Equity Securities Inc. was paid in
the form of a warrant for 500,000 shares of the Company's common stock at an
exercise price of $0.10 per share. The warrant expires in September 2006.

Agreement with Kids Stuff and Zenvesco
--------------------------------------

In January 2002, our affiliate, Kids Stuff, subleased the remaining office space
available at our facility. In April 2002, substantially all of Kids Stuff's
assets were assigned to its major secured creditor, Zenvesco, which continues to
rent space on a month-to-month basis. Reference is made to Item 2 regarding an
arrangement to share our facility lease with Zenvesco, Inc., a company
controlled by William L. Miller, Chief Executive Officer of the Company. Our
current verbal agreement shares equally the facility expense and related costs,
and provides for sharing the overhead expense on a pro-rata basis. Overhead
expenses include accounting, data processing, marketing, purchasing, and
administration.

Agreement to Acquire Bible Resources, Inc.
------------------------------------------

In July 2002, the Company entered into an Agreement in Principle to acquire 100%
of the capital stock of Bible Resources, Inc., a newly formed Nevada
corporation, from Frederick C. Berndt and Steven Heard. See Item 1 "Recent
Developments"

Revised agreement for Santa Rosa Project at April 30, 2003
----------------------------------------------------------

The Company renegotiated its agreement to acquire an effective 50% interest in
the Santa Rosa property and entered into a new agreement (the "Santa Rosa
Agreement") on April 30, 2003. The New Agreement obligates Cynthia to sell to
Havana up to a 50% ownership interest in Cynthia for $1,500,000 with the
purchase price adjusted to that amount that the purchase price would have
equaled had it been converted into Canadian dollars on July 31, 2002, (estimated
at $1,800,000 as of March 31,2004). See Item 1 "Recent Developments"

                                       23



<PAGE>

Agreement with Elwood Junot, Jr.
--------------------------------

Pursuant to an agreement dated August 25, 2002, the Company entered into an
agreement to hire Elwood Junot, Jr. as an employee of the Company and to work
under the direction of the Company's Chief Executive Officer. His main areas of
responsibility involved establishing a marketing plan and communications system
for distributing information about the Company to its customers and suppliers
and to aid in development of the Company's business plans. Mr. Junot was paid a
salary of $500 per month during the six-month term of the agreement, which
expired in February 2003 and he received options to purchase 300,000 shares of
common stock exercisable at $.10 per share. Of the 300,000 options, 60,000 were
exercised in the third quarter of 2002 and the remaining 240,000 were exercised
in the first quarter of 2003. The 300,000 shares issued to Mr. Junot were
registered on a Form S-8 Registration Statement filed in August 2002.

Loans from William Miller and Chet Idziszek
-------------------------------------------

In August 2002, the Company borrowed $50,000 from William Miller and $50,000
from Chet Idziszek, who became a director of the Company in August 2002. The
$100,000 in loans were necessary to keep the Company in business while it
attempted to acquire Bible and secure additional financing, of which there can
be no assurances given. As an inducement for these loans, the Company issued
200,000 shares of its Common Stock to each lender. These loans were repayable in
60 days from August 13, 2002, together with interest at the rate of 6% per
annum. At the September 23, 2002 meeting of the Board of Directors Mr. Miller
and Mr. Idziszek, both of whom are Directors of the Company, agreed to extend
the October 13, 2002 due date of the notes to not demand payment until after the
Company successfully raises additional financing. Mr. Miller has, in the past
loaned money to the Company. As of July 29, 2002, Mr. Miller was owed
approximately $267,000 consisting of business expenses, accrued salaries, and an
outstanding loan in the amount of $150,000 as described above in paragraph
(iii). Mr. Miller and the Company, subject to approval of the disinterested
members of the Board of Directors which was obtained in August 2002, agreed that
Mr. Miller had the right to convert all or a portion of his indebtedness at July
29, 2002 into shares of the Company's Common Stock. In this regard, Mr. Miller
converted amounts owed to him of $112,500 into 2.5 million shares of the
Company's unregistered common Stock in September 2002. Since then, Mr. Miller's
affiliated company, Camden Structure, Inc. has loaned an additional $101,000 to
the Company to finance its continuing operations and Mr. Miller has continued to
accrue a portion of his salary. As of December 31, 2003, Mr. Miller and
affiliates were owed on demand approximately $558,000 for cash loans and accrued
salary.

Agreement with Douglas C. Furth and Nathan D. Zegura
----------------------------------------------------

As described herein, in September 2001, the Company issued a Equity Securities,
Inc., an advisor to the Company, a warrant to purchase 500,000 shares of the
Company's Common Stock at an exercise price of $.10 per share. Subsequent to the
issuance of this warrant, Douglas C. Furth purchased this warrant and sought to
provide services to the Company. Previously, on May 8, 2003, Douglas C. Furth
and Nathan D. Zegura, each loaned the Company $5,000. Said loans were repayable
by the Company from proceeds of a sale of Securities.

On November 17, 2003, the Consultants submitted an offer of settlement to the
Company to resolve certain disputes that have arisen between them and the
Company, to retire the $10,000 loan made to the Company by the consultants and
to repurchase the warrants to purchase 500,000 shares. The offer of settlement
agreement was executed in February 2004 by the Company and $15,000 has been paid
pursuant to said agreement.

                                       24



<PAGE>

Agreement with Castle Rock Resources, Inc.
------------------------------------------

In July 2003, the Company entered into an agreement with Castle Rock Resources,
Inc. The agreement commenced on July 21, 2003 and expires on July 21, 2006.
Pursuant to this agreement, Castle Rock will provide consulting and related
services to assist the Company in locating oil and gas properties and provide
the non-exclusive services of certain named persons, including, without
limitation, E. Jamie Schloss, who will be available to propose oil and gas
properties to the Company for drilling. The agreement provides the Company with
a 30 day right of first refusal on each prospect property. In consideration for
Castle Rock entering into the consulting agreement and the right of first
refusal referenced therein, Castle Rock received options to purchase 400,000
shares of the Company's unrestricted Common Stock at $.25 per share. Castle Rock
is also entitled to receive a fee of $5,000 per month on all wells which are
proposed by Castle Rock and drilled by the Company as a management fee for
overseeing operations of the well and making all distributions to the partners
in these wells. Castle Rock is entitled to reimbursement of certain expenses and
will receive a 10% finder's fee on all cash raised by Castle Rock on behalf of
the Company. The finder's fee is payable in cash or stock at Castle Rock's
option. If said option is exercised by Castle Rock (or the Company believes it
intends to exercise said option), the Company would have to file a registration
statement to register the resale of the underlying options in order to
substantially meet its commitment of unrestricted Common Stock to be delivered
upon the exercise of options.

Agreement with Steven Heard
---------------------------

Steven Heard is a principal stockholder of the Company. Since July 2003, the
Company has a verbal agreement with Mr. Heard to pay him a 10% finder's fee on
all monies raised by the Company in which he was directly responsible for
assisting the Company in raising such capital. To date, the Company has paid Mr.
Heard an aggregate of $29,600 under said agreement.

Trademark Applications - Settlement Agreement
---------------------------------------------

The Company filed certain trademark applications for the mark "Zigarette" and
"Zigarettes" for "cigarette making machines for packing cigarette tobacco into
cigarette tubes." In July and September, 2003, the Company entered into
settlement agreements with two parties pursuant to which the Company agreed to
abandon their trademark applications and execute certain trademark assignments
for a total of approximately $40,000. The Company received approximately $22,000
before payment of all applicable legal fees and trademark filing costs.

Agreement with Financial Advisor
--------------------------------

On August 19, 2003, the Company entered into an agreement with a Jersey City,
New Jersey based brokerage firm and member of the National Association of
Securities Dealers, Inc. to act as financial advisor, investment banker and
placement agent (the "advisor") in an attempt to raise up to $7,500,000(
currently $6,400,000)for the Company. The agreement was for a term of six months
and would be extended for up to an additional 60 days if substantial progress
had been made in the Company's fund raising efforts pursuant to said agreement.
To date, no monies have been raised pursuant to this agreement and the Company
is working with the advisor to prepare a private placement offering of the
Company's Common Stock at a price that will depend on the market conditions of
the Company at the time of the completion of said memorandum. The agreement
calls for the advisor to receive a monthly fee of $7,500 and certain commissions
and advisory fees payable in cash and in warrants. As of the filing date of this
Form 10-KSB, the Company is also seeking to raise financing from the sale of its
restricted Common Stock outside of the efforts of this advisor. The Company has
accrued several months of consulting fees payable to the advisor and it is
currently re-evaluating whether or not to continue its relationship with the
advisor.

                                       25



<PAGE>

Product Liability through Duncan Hill, Inc.
-------------------------------------------

There is a possibility that someone could claim personal injury or property
damage resulting from the use of products purchased from the Company. As a
seller of tobacco products, the Company is exposed to potential liability. Since
1990, an affiliated company, Duncan Hill, Inc., has maintained, for itself and
its subsidiaries (including the Company), product liability insurance.
Currently, the amount of coverage is $1 million per occurrence and $2 million in
the aggregate. The policies are for a period of two years and are currently in
effect through September 17, 2004.

Loans made by Non-Affiliated Persons
------------------------------------

Douglas D. Carli made loans of $15,000 and $10,000 to the Company on January 27,
2003 and May 5, 2003, respectively. In May 2003, the Company combined the two
promissory notes and issued a single promissory note of $25,000. The newly
issued promissory note was due January 31, 2004 with interest at the rate of 10%
per annum. The two promissory notes previously issued were canceled accordingly.
The foregoing loans are in default and are payable upon demand.

On March 31 and June 27, 2003, the Company borrowed $20,000 and $10,000,
respectively, from Windows of Heaven. In June 2003, the Company combined the two
promissory notes and issued a single promissory note of $30,000. The newly
issued promissory note was due January 31, 2004 with interest at the rate of 6%
per annum. The two promissory notes previously issued were canceled accordingly.
Further, a total of 120,000 shares of the Company's Common Stock were issuable
to the lender upon completion of the loan agreement. The foregoing loans are in
default and are payable upon demand.

On July 14, 2003, Robert A. Harmelink loaned the Company $16,000 and is entitled
to receive 42,700 shares of the Company's Common Stock. The loan was due January
31, 2004 together with interest at the rate of 6% per annum.

Sale of Common Stock to Non-Affiliated Persons
----------------------------------------------

In July 2003, the Company sold 1,366,667 shares at a purchase price of $.15 per
share to three non-affiliated persons. In December 2003, the Company sold
500,000 shares of its Common Stock to one non-affiliated person at a purchase
price of $.10 per share. In the first quarter of 2004, the Company sold
1,123,334 shares of its Common Stock to nine non-affiliated persons at a
purchase price of $.15 per share.

OTHER TRANSACTIONS

In the third quarter of 2002, the Company issued 50,000 shares of its Common
Stock for legal services rendered in lieu of the payment of cash.

In August 2002, the Company's Board of Directors was expanded to four members
and included William Miller, Chief Executive Officer, and three new directors
namely, Chet Idziszek, Orin Atkins and Richard DeY Manning. John Cobb and Clark
D. Swisher resigned from the Board to pursue other business interests. The
Company deemed all of Cobb and Swisher's 30,000 options exercisable at $.4044
per share held by each to be fully vested. Five year options to purchase 400,000
shares at $.25 per share were granted to each new board member with a vesting
schedule of 150,000 on the date of grant, 125,000 shares in August 2003 and
125,000 shares in August 2004 with 100% vesting to occur when the Company has
pre-tax profits of $500,000 in any calendar year.

                                       26



<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

a). All Exhibits have been previously filed herewith in connection with Form
SB-2 Registration Statement, file No. 333-45863 unless otherwise noted.

         2.0  Certificate of Merger (Ohio)

         2.1  Certificate of Merger (Delaware)

         3.0  Certificate of Incorporation

         3.1  Form of Amendment to Certificate of Incorporation approved by
              stockholders on October 28, 2002 - (this exhibit is incorporated
              by reference to the Registrant's proxy statement filed in October
              2002.

         3.2  Designation of Rights of Series A and Series B Preferred Stock

         3.3  By-Laws

         3.4  Form of Certificate of Amendment Correcting Designation of Rights
              of Series A and Series B Preferred Stock

         10.0 Employment Agreement with William L. Miller

         10.1 Agreement with Kids Stuff, Inc. as of January 1, 1998 10.2 1997
              Long-Term Incentive Plan

         10.3 Employment Agreement dated as of December 8, 1998 with Gary
              Corbett.(1)

         10.4 Agreement and Plan of Reorganization dated September 23, 2002 to
              acquire Bible Resources, Inc.(2)

         10.5 Amendment to Mr. Miller's Employment Agreement(5)

         10.6 Regulation S Stock Purchase Agreement, dated as of April 29, 2003
              between Havana Group, Inc., and Ischian Holdings, Ltd, a British
              Virgin Islands.

         10.7. Employment Agreement - Elwood Junot (3)

         10.8 Agreement with Frederick Berndt(5)

         11.0 Earnings per share -See Consolidated condensed statement of losses

         14.1 Code of Ethics*

         21.0 Subsidiaries of Registrant (4)

         31.1 Chief Executive Officer and Chief Financial Officer Rule
              13a-14(a)/15d-14(a) Certification *

         32.1 Chief Executive Officer and Chief Financial Officer Section 1350
              Certification *
-----------

*Filed herewith

(1)  Incorporated by reference from the Issuer's Form 10-KSB for its fiscal year
     ended December 31, 1999.
(2)  Incorporated by reference to Exhibit 2 contained in the Registrant's Form
     8-K dated September 23, 2002 - date of earliest event.
(3)  Incorporated by reference to Exhibit 10.1 contained in the Registrant's
     Form S-8 Registration Statement filed with the Securities and Exchange
     Commission on August 27, 2002.
(4)  Bible Resources, Inc., a Nevada corporation, and Monarch Pipe Company, a
     Oklahoma corporation, are the only active subsidiaries of the Registrant at
     December 31, 2002. Phillips & King International, Inc., a California
     corporation discontinued operations in March 2002. All of the foregoing
     corporations are wholly-owned subsidiaries.
(5)  Incorporated by reference to the Company's Form 10-KSB for its fiscal year
     ended December 31, 2002.

(b) Reports on Form 8-K

During the three months ended December 31, 2003, there were no reports filed or
required to be filed on Form 8-K.

                                       27



<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         The following table sets forth fees billed to the Company by our
auditors during the fiscal years ended December 31, 2003 and 2002 for: (i)
services rendered for the audit of our annual financial statements and the
review of our quarterly financial statements, (ii) services by our auditor that
are reasonably related to the performance of the audit or review of our
financial statements and that are not reported as Audit Fees, (iii) services
rendered in connection with tax compliance, tax advice and tax planning, and
(iv) all other fees for services rendered.

       ------------------------ ------------------- ------------------
                                 DECEMBER 31, 2003  DECEMBER 31, 2002
       ------------------------ ------------------- ------------------
       1.  Audit Fees              $  46,592           $  73,812
       ------------------------ ------------------- ------------------
       2.  Audit Related Fees             --                  --
       ------------------------ ------------------- ------------------
       3.  Tax Fees                       --                  --
       ------------------------ ------------------- ------------------
       4.  All Other Fees                 --                  --
       ------------------------ ------------------- ------------------
            Total Fees             $  46,592           $  73,812
       ------------------------ ------------------- ------------------

         Audit fees consist of fees billed for professional services rendered
for the audit of the Company's consolidated financial statements and review of
the interim consolidated financial statements included in quarterly reports and
services that are normally provided by Russell Bedford Stefanou Mirchandani LLP
in connection with statutory and regulatory filings or engagements.

         Audit-related fees consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's consolidated financial statements, which are not reported under
"Audit Fees." There were no Audit-Related services provided in fiscal 2003 or
2002.

         Tax fees consists of fees billed for professional services for tax
compliance, tax advice and tax planning.

         All other fees consist of fees for products and services other than the
services reported above. There were no management consulting services provided
in fiscal 2003 or 2002.

         Prior to the Company's engagement of its independent auditor, such
engagement was approved by the Company's Board of Directors. The services
provided under this engagement may include audit services, audit-related
services, tax services and other services. Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific budget. The
independent auditors and management are required to report to the Company's
audit committee (or Board of Directors if no audit committee is established) at
least quarterly regarding the extent of services provided by the independent
auditors in accordance with this pre-approval, and the fees for the services
performed to date. The audit committee (or Board of Directors if no audit
committee is established) may also pre-approve particular services on a
case-by-case basis. All audit-related fees, tax fees and other fees incurred by
the Company for the year ended December 31, 2003, were approved by the Company's
Board of Directors.

                                       28



<PAGE>

SIGNATURES

Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

THE HAVANA GROUP, INC.

By: /s/ William L. Miller
    ------------------------------------------
    William L. Miller, Chief Executive Officer

Dated: Canton, Ohio
April 14, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

Signatures                               Titles                                      Date
-----------                              ------                                      ----
<S>                                      <C>
/s/William L. Miller                     Chairman of the Board,                    April 14, 2004
---------------------------              Chief Executive Officer,
William L. Miller                        Principal Financial Officer,
                                         Treasurer and Secretary

/s/ Frederick C. Berndt                  Vice President, Director                  April 14, 2004
---------------------------
Frederick C. Berndt

/s/ Richard DeY Manning                  Director                                  April 14, 2004
---------------------------
Richard DeY Manning

/s/ Chet Idziszek                        Director                                  April 14, 2004
---------------------------
Chet Idziszek

/s/ Orin E. Atkins                       Director                                  April 14, 2004
---------------------------
Orin E. Atkins

</TABLE>

                                       29