SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB


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


                  For the fiscal quarter ended: June 30, 2002
                         Commission File No. 000-49721


                             DAIRENE INTERNATIONAL
             (Exact Name of registrant as specified in its charter)


                              NEVADA                   65-0181535
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)


                        8260 NW 27th Street - Suite 408
                                Miami, FL 33122
                    (Address of principal executive offices)

                                 (786) 331-4005
                        (Registrant's telephone number)


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


                        APPLICABLE TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the registrant's  classes
of common  stock,  as of the latest  practicable  date:  4,078,336  shares as of
January 2, 2004.

<PAGE>


                              DAIRENE INTERNATIONAL
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED June 30, 2002

                                      INDEX

                                                                         Page

PART I - FINANCIAL INFORMATION
         Item 1 - Consolidated Financial Statements

         Balance  Sheets  . . . . . . . . . . . . . . . . . . . . . .       3

         Statements  of  Operations . . . . . . . . . . . . . . . . .       4

         Statements of Stockholders' Equity (Deficit) . . . . . . . .       5

         Statements of Cash Flows . . . . . . . . . . . . . . . . . .       6

         Notes to  Financial  Statements  . . . . . . . . . . . . . .    7-10


         Item 2 - Management's Discussion and Analysis and Plan of
                     Operation.......................................      11


         Item 3 - Control and Procedures.............................      11


PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings..................................      12

         Item 2 - Changes in Securities and Use of Proceeds..........      12

         Item 3 - Default Upon Senior Securities.....................      12

         Item 4 - Submission of Matters to a Vote of Security Holders...   12

         Item 5 - Other Information..................................      12

         Item 6 - Exhibits and Reports on Form 8-K...................      12

         Signatures..................................................      12

                                       2
<PAGE>

                              Dairene International
                          (A Development Stage Company)
                                 Balance Sheets

<TABLE>
<S>                                                             <C>                <C>
                                                                June 30,          December 31,
                                                                  2002                2001
                                                            ------------------  -----------------
                                                               (Unaudited)
                          ASSETS
CURRENT ASSETS
   Cash                                                     $     2,933         $         -
   Prepaid Expenses                                                   0               2,900
                                                            ------------------  -----------------
     Total current assets                                         2,933               2,900
                                                            ------------------  -----------------



Total Assets                                                $     2,933              $2,900
                                                            ------------------  -----------------

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
   Bank overdraft                                           $        -          $     3,736
   Accounts payable and accruals                                 12,950              17,256
   Due related parties-shareholder                               77,519               7,519
                                                            ------------------  -----------------

            Total current liabilities                            90,469              28,511
                                                            ------------------  -----------------
Total Liabilities                                                90,469              28,511
                                                            ------------------  -----------------

STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred Stock $.005 par value 5 million authorized                 0                   0
shares, 0 issued
 Common stock, $0.005 par value, 15,000,000 shares
authorized; 4,078,336, and 3,879,467 issued and                  20,391              19,397
outstanding June 30, 2002, and December 31,2001
Additional Paid in Capital                                      842,634             837,628
Accumulated (Deficit)                                          (949,561)           (881,636)

Treasury Stock -200,000 shares at cost                           (1,000)             (1,000)
                                                            ------------------  -----------------
            Total Stockholders' Equity (Deficit)                (87,536)            (25,611)
                                                            ------------------  -----------------

Total Liabilities and Stockholders' Equity (Deficit)        $     2,933              $2,900
                                                            ------------------  -----------------

</TABLE>

     The accompanying notes are an integral part of the financial statements
                                       3
<PAGE>


                              Dairene International
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<S>                                             <C>             <C>            <C>              <C>            <C>
                                          Cumulative          For the         For the          For the        For the
                                              From              Six             Six             Three          Three
                                         Oct.19, 1982          Months          Months           Months         Months
                                          (inception)          Ended           Ended            Ended          Ended
                                            Through           June 30         June 30          June 30        June 30,
                                         June 30, 2002          2002           2001             2002            2001

                                       ----------------------------------------------------------------------------------
                                                          (Unaudited)     (Unaudited)      (Unaudited)      (Unaudited)

Revenues                               $107,749           $     0              $0               $0               $0

Cost of goods sold                       86,516                 0               0                0                0
                                       ----------------------------------------------------------------------------------

     Gross Profit                        21,233                 0               0                0                0

Operating expenses                      970,794            67,925          19,573           16,012           11,331
                                       ----------------------------------------------------------------------------------

Net income (loss) before provision     (949,561)          (67,925)        (19,573)         (16,012)         (11,331)
for income taxes

Provision  for income taxes                   0                 0               0                0                0
                                       ----------------------------------------------------------------------------------

Net income (loss)                     $(949,561)        $(67,925)       $(19,573)        $(16,012)        $(11,331)
                                       ----------------------------------------------------------------------------------
     Net income (loss) per weighted                       $ (.02)       $   (.00)        $   (.00)        $   (.00)
average share, basic                                    ----------------------------------------------------------------
     Weighted average number of shares                    4,078,336       4,078,336        4,078,336        4,078,336
                                                         ----------------------------------------------------------------
</TABLE>

     The accompanying notes are an integral part of the financial statements
                                       4

<PAGE>

                              Dairene International
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<S>                         <C>          <C>         <C>        <C>          <C>        <C>           <C>                <C>
                                                                                                                        Total
                            Common       Common                             Treasury   Treasury                     Stockholders
                             Stock        Stock                 Additional    Stock      Stock       Accumulated       Equity
                           Number of       Par      Preferred    Paid-in    Number of     Cost         Deficit        (Deficit)
                            Shares        Value       Stock      Capital      Shares
                          --------------------------------------------------------------------------------------------------------
BAL. Dec. 31, 1999        3,879,467   $19,397       $0         $706,319     (200,000)  $(1,000)   $(783,171)        $(58,455)

Additional Paid In                                             85,831                             0                 85,831
Capital

 Net (Loss)Year Ended             0         0         0          0                                  (37,386)          (37,386)
December 31,  2000
                          --------------------------------------------------------------------------------------------------------

BAL.  Dec 31, 2000        3,879,467   19,397        0          792,150      (200,000)  (1,000)    (820,557)         (10,010)

Contributed Capital for                                        25,000                             0                 25,000
Imputed Rent Expense

Additional Paid in                                             20,478                             0                 20,478
Capital

 Net (Loss) Year Ended                                                                            (61,079)          (61,079)
December 31,2001

                          --------------------------------------------------------------------------------------------------------

 BALANCE, December 31,    3,879,467   $19,397       $0         $837,628     (200,000)  $(1,000)   $(881,636)        $(25,611)
2001
Adjustment of 1 for 5     198,869     994                      (994)                                                0
reverse stock split

 Contributed Capital for                                       6,000                                                6,000
    Imputed Expenses
Net Loss for the                                                                                  (67,925)          (67,925)
 Six Months Ended   June
30, 2002
                          --------------------------------------------------------------------------------------------------------
 BALANCE, June 30, 2002   4,078,336   $20,391       $0         $842,634     (200,000)  $(1,000)   $(949,561)        $(87,536)
                          ========================================================================================================

</TABLE>
     The accompanying notes are an integral part of the financial statements
                                       5
<PAGE>


                              Dairene International
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<S>                                                             <C>                 <C>                    <C>

                                                              Cumulative            For the               For the
                                                                  From              Six                       Six
                                                             Oct.19, 1982           Months                  Months
                                                              (inception)            Ended                   Ended
                                                                Through             June 30                June. 31
                                                             June 30, 2002          2002                     2001
                                                                                    (unaudited)           (unaudited
                                                            ---------------- ---    ----------------    ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                               $ (949,561)              $ (67,925)          $ (19,573)
Adjustments to reconcile net income (loss) to net cash
used for operations:
  Depreciation                                                        1,502                       0                   0
  Contributed capital for imputed expense                           116,831                   6,000              12,500

Change in operating assets and liabilities:
   (Increase) Decrease   in prepaid exp.                                  0                   2,900                   0
   Increase (Decrease) in accounts                                   12,950                 (4,306)              11,103
          payable & accruals
                                                            ---------------- --- -- ---------------- -- ----------------
Net cash used by operating activities                             (818,278)                (63,331)               4,030
                                                            ---------------- ---    ----------------    ----------------

CASH FLOW FROM INVESTING ACTIVITIES:
 Acquisition of fixed assets                                        (2,669)                       0                   0
                                                            ---------------- --- -- ---------------- -- ----------------

Net cash used by investing activities                               (2,669)                       0                   0
                                                            ---------------- ---    ----------------    ----------------

CASH FLOW FROM FINANCING ACTIVITIES:
 Increase (Decrease) in bank overdraft                                    0                 (3,736)                   0
 Increase in shareholder and related party  loans-net                70,000                  70,000                   0
Sale of fixed assets                                                  1,167                       0                   0
Purchase of Treasury Stock                                          (1,000)                       0                   0
Forgiveness of debt                                                  34,539                       0                   0
Proceeds of common stock and                                        719,174                       0                   0
     contributed capital
                                                            ---------------- ---    ----------------    ----------------
Net cash provided by financing activities                           823,880                  66,264                   0
                                                            ---------------- ---    ----------------    ----------------

Net Increase (Decrease) in cash                                       2,933                   2,933               4,030

CASH, beginning of period                                                 0                       0               1,990
                                                            ---------------- ---    ----------------    ----------------


CASH, end of period                                         $         2,933            $       2,933     $        6,020
                                                            ===================    ==================    ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for Interest Expenses                             $             0            $          0      $            0
Cash paid for Income Taxes                                  $             0            $          0      $            0

</TABLE>

     The accompanying notes are an integral part of the financial statements
                                       6
<PAGE>
                              Dairene International
                          (A Development Stage Company)
                          Notes to Financial Statements

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Dairene  International  (the "Company") was  incorporated  under the laws of the
state of Nevada on October 19, 1982. On March 10, 1988, the Company entered into
an  agreement   with  a  related  party  to  sell,   distribute   and  market  a
cholesterol-free  milk  substitute  dairy product  called  Pureblend,  under the
Dairene(TM)  brand name (see note 3). The Company was dormant  from 1983 through
1985, and from 1991 to 1992.

Use of Estimates

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

Cash Equivalents

For purposes of the statement of cash flows,  the Company  treats all short-term
investments  with  maturities  of six months or less at  acquisition  to be cash
equivalents.

Revenue Recognition

The Company's revenue is recognized upon shipping product to customers.

Development Stage Company

The  Company has been in the  development  stage since  inception  (October  12,
1982). Revenues to date have been minimal.

Concentration of Risk

There were no balances at  December  31, 2001 and June 30, 2002 that  provided a
concentration of credit risk.

Income Taxes

The Company  accounts for income taxes under the accrual  method  established by
Statement of  Financial  Accounting  Standards  (SFAS) No. 109,  which  requires
recognition of deferred tax assets and  liabilities  for the expected future tax
consequences  and events that have been included in the financial  statements or
tax  returns.  Under  this  method,  deferred  tax assets  and  liabilities  are
determined  based on assets and liabilities  using enacted rates for the year in
which the differences are expected to reverse.

                                       7
<PAGE>
                              Dairene International
                          (A Development Stage Company)
                          Notes to Financial Statements

Fair value of financial instruments

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial  instruments:  cash,  accounts  receivable  and accounts
payable.  The carrying  amounts  approximated  fair value  because of the demand
nature of these instruments.

Net Income (Loss) per Share

Basic net income  (loss) per share for each year is  computed  by  dividing  net
income  (loss) by the weighted  average  number of shares  outstanding.  Diluted
income (loss) per share includes the effects of common stock  equivalents to the
extent they are dilutive.

Interim Financial Information

The  financial  statements  for the six months  ended June 30, 2002 and 2001 are
unaudited and include all  adjustments  which in the opinion of  management  are
necessary  for fair  presentation,  and  such  adjustments  are of a normal  and
recurring  nature.  The results for the six months are not  indicative of a full
year's results.

NOTE 2 CAPITAL STOCK TRANSACTIONS

The articles of  incorporation  of the Company provide for the  authorization of
15,000,000  shares of common stock at $0.005 par value and  5,000,000  shares of
preferred  stock at $0.005 par  value.  In 1996 the  Company  effected a 1-for-5
reverse common stock split.

On March 28, 1989, by resolution of board of directors, the Company approved the
issuance of 40,000 shares of common stock per year as  compensation  to the CEO.
According to management, no shares have been earned due to the Company's various
years of  dormancy;  therefore  the shares  have not been  issued as of June 30,
2002. On December 31, 2000, a majority  shareholder forgave a balance of $34,539
due to him by the Company. It was treated as a capital contribution.

NOTE 3 LEASES

During 2001,  the Company  moved its offices into  premises of a related  party.
There is currently no office lease in force.  Rental expense for the years ended
December 31, 2001 and 2000 was approximately $25,800 and $27,000, respectively.

NOTE 4 LEGAL MATTERS

The Company is involved in a lawsuit with its former  landlord in a dispute over
rent owed and repairs to be made to the  property.  As of December  31, 2001 and
June 30,  2002,  the ultimate  outcome of this  litigation  was unknown.  In the
opinion  of  management,  the  outcome  has no adverse  effect on the  financial
statements.

                                       8
<PAGE>
                              Dairene International
                          (A Development Stage Company)
                          Notes to Financial Statements

NOTE 5 RELATED PARTY TRANSACTIONS

On March 10, 1988,  the Company  entered into an  agreement  with a  shareholder
giving the Company  marketing and selling rights to distribute a milk substitute
product,  in exchange  for 800,000  shares of its common stock valued at $4,000.
The Company had been  dormant  for  several  years and had no sales.  During the
years ended December 31, 2002 and 2001, two companies  owned and operated by the
majority  shareholder  advanced  the Company  loans -  non-interest  bearing and
payable on demand.  At December 31, 2001 the net related party  payable  balance
was $ 7,519 and at June 30, 2002, the balance was $ 77,519

During the year 2001 the Company was  provided  with office space on a rent-free
basis from a related party. The Company recorded  additional  paid-in capital of
$25,000 as a capital  contribution.  During 2001, an affiliated  party  provided
$25,000 of services. The Company recorded additional paid in capital of $25,000.
During the six months ended June 30, 2002, an affiliated  party provided  $6,000
of services, which was recorded as additional paid in capital.

NOTE 6 INCOME TAXES

The Company has no current or deferred  income tax due to its operating  losses.
The Company, has a federal net operating loss carry-forward at December 31, 2001
and 2000,  of  approximately  $885,000 and  $821,000,  respectively,  subject to
annual  limitations  prescribed by the Internal Revenue Code, which is available
to offset future taxable  income  through 2021. A 100%  valuation  allowance has
been  recorded to offset the net deferred  taxes due from the  Company's  future
taxes.

Deferred tax assets consist of the following:         2001              2000

 Current taxes                                $         0            $        0
 Deferred taxes                                   170,000               158,000
 Valuation allowance                             (170,000)             (158,000)
                                                ================================
                                               $        0            $        0
                                       9
<PAGE>

                              Dairene International
                          (A Development Stage Company)
                          Notes to Financial Statements

NOTE 7 GOING CONCERN UNCERTAINTY

These financial statements are presented assuming the Company will continue as a
going concern. For the year ended December 31, 2001 and for the six months ended
June 30,  2002 the Company  showed  operating  losses of $ 61,079,  and $ 67,925
respectively and accumulated  losses of $ 949,561.  The  accompanying  financial
statements  indicate that current  liabilities exceed current assets by $ 25,611
at  December  31,  2001.and  $87,536  at  June  30,  2002.  The  Company  has no
established source of revenue. The Company has been involved in the research and
development   of   its   products,   the   development   of  an   organizational
infrastructure,  and the performance of preliminary and promotional  activities.
The  Company's  ability  to  attain  profitable  operations  is  dependent  upon
establishing  a steady  source of revenue  from the sale of its  products.  This
raises  substantial doubt about its ability to continue as a going concern.  The
Company's working capital deficiency,  recurring losses from operations,  and no
established  source of revenue,  raises  substantial  doubt about its ability to
continue  as a going  concern.  Management's  plan in  regard  to these  matters
includes  raising working capital to assure the Company's  viability (see Item 2
below).

NOTE 8 NEW ACCOUNTING PRONOUNCEMENTS

In July 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets,  ("SFAS  142")  which is  effective  for fiscal  years  beginning  after
December 15, 2001. SFAS 142 requires,  among other things, the discontinuance of
goodwill  amortization.  In addition,  the  standard  includes  provisions  upon
adoption for the  reclassification of certain existing  recognized  intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the testing of impairment of existing goodwill and other intangible. The Company
believes  that the  adoption of SFAS 142 will not have a material  impact on the
Company's financial position and results of operations.

In August  2001,  the FASB issued  SFAS 143,  "Accounting  for Asset  Retirement
Obligations".  SFAS 143 relates to  accounting  and  reporting  for  obligations
associated  with the  retirement  of tangible  long lived assets and the related
retirement  costs.  The Company  believes that the adoption of SFAS 143 will not
have a  material  impact on the  Company's  financial  position  and  results of
operations.

                                       10
<PAGE>

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

OVERVIEW

The Company was  originally  organized  as a Nevada  corporation  on October 19,
1982, and has been known by the name Dairene International since March 28, 1988.
Our Company has developed and markets a proprietary blend of ingredients for the
manufacture of (1) a cholesterol-free cow's milk product, and (2) a lactose-free
vegetable milk product.

PLAN OF OPERATIONS

The Company's  activities in the next 12 months will be geared toward  obtaining
additional  licensees  who  will  agree  to  purchase  concentrate  from  us and
manufacture  and market Dairene  products in their  exclusive  territories.  The
Company's two current  licensees,  which have been granted  licenses for Florida
and the Bahamas, have not yet begun production of our products and we are unable
to give any assurance when such operations may begin.  There can be no assurance
that we  will be  successful  in  obtaining  any  additional  licensees  for our
products.

When licensees begin manufacturing and marketing  operations,  our Company would
then  concentrate  on  filling  orders  for  concentrate   through   independent
manufacturers as well as assisting licensees in obtaining  appropriate packaging
and marketing for the products.

Liquidity and Capital Resources

Our Company currently has no material  commitments for capital  expenditures and
does not expect to engage in any significant additional research and development
in the next 12 months.  We also do not anticipate any significant  change in the
number of employees.  We believe that we will have sufficient  capital  required
for our anticipated  operations in the next 12 months.  This may come from sales
of  products  or  sales of  securities.  Our  capital  needs  are  substantially
dependent  on the level of product  sales we achieve  since most of our expenses
are  related to this  activity.  In  addition,  our  President  has  indicated a
willingness to make available  working capital needed by the Company in the next
12 months in the form of interest-free  loans.  There is no binding  commitment,
however, to provide such capital.

GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that our
Company  will  continue  as a going  concern.  As our  Company's  auditors  have
indicated,  however, there are substantial doubts about our Company's ability to
continue as a going concern (see Note 7 to the financial statements above).

Our Company is taking steps to address  this  situation.  Our Company  continues
discussions  with  its two  current  licensees  to  assist  them  in  commencing
production of our products, and we are seeking additional licensees. Our Company
remains in discussion with several dairies to begin manufacture of our products.
We are also  seeking  additional  sources of  capital  other than loans from our
Company's  president.  No  assurances  can  be  provided,   however,  that  such
alternative  funding  sources  will be located or that  additional  licensees or
manufacturers of our products will be identified or begin production.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management,  under the supervision and with the  participation  of our chief
executive officer and principal financial and accounting  officer,  conducted an
evaluation  of our  "disclosure  controls  and  procedures"  (as  defined in the
Securities  Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c)) within 90
days of the filing date of this Quarterly Report on Form 10-QSB (the "Evaluation
Date").  Based on their  evaluation,  our chief executive  officer and principal
financial and accounting  officer have concluded that as of the Evaluation Date,
our disclosure controls and procedures are effective to ensure that all material
information  required  to be filed in this  Quarterly  Report on Form 10-QSB has
been made known to them in a timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions with regard
to significant  deficiencies or material weaknesses) in our internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the Evaluation Date set forth above.

                                       11
<PAGE>

                           PART II. OTHER INFORMATION
Item 1.  Legal Proceedings

As  permitted  by  Commission  Rule  12b-23,   the  response  to  this  item  is
incorporated by reference from the corresponding item in our Company's report of
Form 10-SB/A, filed with the Commission on December 22, 2003.

Item 2.  Changes in Securities

During the three months ended June 30, 2002, the Company issued no (0) shares of
common stock.

Item 3.  Defaults Upon Senior Securities

During the three months ended June 30,  2002,  there have been no defaults  upon
senior securities.

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

During the three months ended June 30, 2002, no matters were submitted to a vote
of security holders.

Item 5.  Other Information

As a material  subsequent  event,  Barry Hough resigned as a director  effective
January 23, 2004.  His  resignation  did not involve any  disagreement  with the
policies and procedures of our Company.


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

(a)      Exhibits and Index of Exhibits
  99.1     Certification pursuant to rule 13a-14(a) of the exchange act - CEO
  99.2     Certification pursuant to rule 13a-14(a) of the exchange act - CFO
  99.3     Sarbanes-Oxley CEO Certification
  99.4     Sarbanes-Oxley CFO Certification

(b)      Reports on Form 8-K

           There were no reports on Form 8-K during the report period.

                                   SIGNATURES

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


                                                     DAIRENE INTERNATIONAL

Dated:   February 2, 2004                        By:  /s/ Edwin M. Golstein /s/
                                                  Edwin M. Golstein, President,
                                            Chief Executive Officer and Director

Dated:   February 2,2004                        By:  /s/ Edwin M. Golstein /s/
                                                   Chief Financial Officer

                                       12
<PAGE>