UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002.

                                        OR

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION FROM _______ TO ________.

                        COMMISSION FILE NUMBER 000-31153

                             MAGNOLIA VENTURES, INC.
                             _______________________
                 (Name of Small Business Issuer in its charter)


                NEVADA                                 88-0355504
   _______________________________               ___________________
   (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)               Identification No.)


         6767 Tropicana Avenue, Suite 207
         LAS VEGAS, NEVADA                               89103
________________________________________              __________
(Address of principal executive offices)              (Zip Code)

                                       N/A
                              ______________________
                 (Former name, former address and former fiscal
                      year, if changed since last report.)

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 / /

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

         At September 30, 2002, there were outstanding 21,000,000 shares of the
         Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / / No /X/

                                      -1-

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

Item I.   Financial Statements

                             MAGNOLIA VENTURES, INC.
                          (A Development Stage Company)

                                FINANCIAL REPORTS

                               SEPTEMBER 30, 2002
                                DECEMBER 31, 2001





<PAGE>



                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS







INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS                                                         F-1
________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-2

   Statements of Income                                                    F-3-4

   Statements of Stockholders' Equity                                        F-5

   Statements of Cash Flows                                                F-6-7

   Notes to Financial Statements                                          F-8-10
________________________________________________________________________________


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors Magnolia Ventures, Inc. Las Vegas, Nevada


I have audited the  accompanying  balance sheets of Magnolia  Ventures,  Inc. (A
Development  Stage  Company) as of September 30, 2002 and December 31, 2001, and
the related statements of income,  stockholders'  equity, and cash flows for the
three months ended September 30, 2002, the nine months ended September 30, 2002,
the year ended  December  31,  2001 and the  period  June 13,  1994  (inception)
through September 30, 2002. These financial statements are the responsibility of
the Company's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of  Magnolia  Ventures,  Inc.  (A
Development  Stage  Company) as of September  30, 2002 and December 31, 2001 and
the  results  of its  operations  and cash  flows  for the  three  months  ended
September 30, 2002,  the nine months ended  September  30, 2002,  the year ended
December 31, 2001, and the period June 13, 1994  (inception)  through  September
30, 2002, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the Company  has no  operations  and has no  established
source of revenue.  This raises  substantial doubt about its ability to continue
as a going  concern.  Management's  plan in  regard  to  these  matters  is also
described in Note 4. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.




Kyle L. Tingle, CPA. LLC

November 6, 2002
Henderson, Nevada

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                                                       September 30,      December 31,
                                                                                                2002             2001
                                                                                       _____________     _____________


                           ASSETS

<S>                                                                                    <C>               <C>
CURRENT ASSETS
     Cash                                                                              $          31     $          31
                                                                                       _____________     _____________

            Total current assets                                                       $          31     $          31
                                                                                       _____________     _____________

                   Total assets                                                        $          31     $          31
                                                                                       =============     =============

            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                                                  $       1,166     $           0
     Officers advances (Note 7)                                                               41,361            36,506
                                                                                       _____________     _____________

            Total current liabilities                                                  $      42,527     $      36,506
                                                                                       _____________     _____________

STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        21,000,000 shares at December 31, 2001:                                        $                 $      21,000
        21,000,000 shares at September 30, 2002;                                              21,000
     Additional Paid In Capital                                                              (18,900)          (18,900)
     Accumulated deficit during development stage                                            (44,596)          (38,575)
                                                                                       _____________     _____________

            Total stockholders' equity                                                 $     (42,496)    $     (36,475)
                                                                                       _____________     _____________
                   Total liabilities and
                   stockholders' equity                                                $          31     $          31
                                                                                       =============     =============

</TABLE>


See Accompanying Notes to Financial Statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME




                                                             Three months ended                  Nine months ended
                                                       September 30,     September 30,    September 30,     September 30,
                                                                2002             2001              2002             2001
                                                       -------------     ------------     -------------     ------------

<S>                                                    <C>               <C>              <C>               <C>
Revenues                                               $           0     $          0     $           0     $          0

Cost of revenue                                                    0                0                 0                0
                                                       -------------     ------------     -------------     ------------

           Gross profit                                $           0     $          0     $           0     $          0

General, selling and
   administrative expenses                                       891            1,321             6,021            5,056
                                                       -------------     ------------     -------------     ------------
           Operating (loss)                            $        (891)    $     (1,321)    $      (6,021)    $     (5,056)

Nonoperating income (expense)
   Interest income                                                 0                0                 0                0
                                                       -------------     ------------     -------------     ------------

   Net (loss)                                          $        (891)    $     (1,321)    $      (6,021)    $     (5,056)
                                                       =============     ============     =============     ============
   Net (loss) per share, basic
   and diluted (Note 2)                                $      (0.00)     $     (0.00)     $      (0.00)     $      (0.00)
                                                       =============     ============     =============     ============

   Average number of shares
   of common stock outstanding                            21,000,000       21,000,000        21,000,000       21,000,000
                                                       =============     ============     =============     ============

</TABLE>


See Accompanying Notes to Financial Statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME




                                                                                                           June 13, 1994
                                                                                  Year ended              (inception) to
                                                                         December 31,      December 31,    September 30,
                                                                                 2001              2000             2002
                                                                         ____________     _____________     ____________

<S>                                                                      <C>              <C>               <C>
Revenues                                                                 $          0     $           0     $          0

Cost of revenue                                                                     0                 0                0
                                                                         ____________     _____________     ____________

           Gross profit                                                  $          0     $           0     $          0

General, selling and
   administrative expenses                                                      5,056            31,295           45,252
                                                                         ____________     _____________     ____________

           Operating (loss)                                              $     (5,056)    $     (31,295)    $    (45,252)

Nonoperating income (expense)
   Interest income                                                                  0                 0              656
                                                                         ____________     _____________     ____________


   Net (loss)                                                            $     (5,056)    $     (31,295)    $    (44,596)
                                                                         ============     =============     ============


   Net (loss) per share, basic
   and diluted (Note 2)                                                  $      (0.00)    $       (0.00)    $      (0.00)
                                                                         ============     =============     ============

   Average number of shares
   of common stock outstanding                                             21,000,000        21,000,000       21,000,000
                                                                         ============     =============     ============

</TABLE>






See Accompanying Notes to Financial Statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY



                                                                                                           Accumulated
                                                                                                            (Deficit)
                                                                         Common Stock and Capital            During
                                                                          In Excess of Par Value           Development
                                                                      ______________________________
                                                                           Shares        Amount                Stage
                                                                      ______________________________     _____________



<S>                                                                      <C>           <C>               <C>
Balance, December 31, 1998                                               21,000,000    $       2,100     $      (2,224)

Net (loss), December 31, 1999                                                                                        0
                                                                      _____________    _____________     _____________

Balance, December 31, 1999                                               21,000,000    $       2,100     $      (2,224)

Net (loss), December 31, 2000                                                                                  (31,295)
                                                                      _____________    _____________     _____________

Balance, December 31, 2000                                               21,000,000    $       2,100     $     (33,519)

Net (loss), December 31, 2001                                                                                   (5,056)
                                                                      _____________    _____________     _____________


Balance, December 31, 2001                                               21,000,000    $       2,100     $     (38,575)

Net (loss) January 1, 2002 to
September 30, 2002                                                                                              (6,021)
                                                                      _____________    _____________     _____________

Balance, September 30, 2002                                              21,000,000    $       2,100     $     (44,596)
                                                                      =============    =============     =============

</TABLE>



See Accompanying Notes to Financial Statements.

                                      F-5

<PAGE>
<TABLE>
<CAPTION>

                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                           Three months ended                  Nine months ended
                                                     September 30,     September 30,    September 30,    September 30,
                                                              2002             2001              2002             2001
                                                     _____________     ____________     _____________     ____________


<S>                                                  <C>               <C>              <C>               <C>
Cash Flows From
Operating Activities
    Net (loss)                                       $        (891)    $     (1,321)    $      (6,021)    $     (5,056)
    Adjustments to reconcile net (loss)
    to cash (used in) operating activities:
    Changes in assets and liabilities
    Increase (decrease) in accounts payable                 (3,879)          (1,849)            1,166              736
    Increase in officer advances                             4,770            3,170             4,855            4,320
                                                     _____________     ____________     _____________     ____________

         Net cash (used in)
            operating activities                     $           0     $          0     $           0     $          0
                                                     _____________     ____________     _____________     ____________

Cash Flows From
Investing Activities                                 $           0     $          0     $           0     $          0
                                                     _____________     ____________     _____________     ____________

Cash Flows From
Financing Activities
    Issuance of common stock                                     0                0                 0                0
                                                     _____________     ____________     _____________     ____________

         Net cash (used in)
            financing activities                     $                 $          0     $           0     $          0
                                                     _____________     ____________     _____________     ____________

         Net increase (decrease)
            in cash                                  $           0     $          0     $           0     $          0

Cash, beginning of period                                       31               31                31               31
                                                     _____________     ____________     _____________     ____________
Cash, end of period                                  $          31     $         31     $          31     $         31
                                                     =============     ============     =============     ============

</TABLE>


See Accompanying Notes to Financial Statements.

                                      F-6

<PAGE>
<TABLE>
<CAPTION>


                                              MAGNOLIA VENTURES, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                             STATEMENTS OF CASH FLOWS


                                                                                                         June 13, 1994
                                                                                Year ended               (inception) to
                                                                       December 31,      December 31,     September 30,
                                                                               2001              2000             2002
                                                                       ____________     _____________     ____________


<S>                                                                    <C>              <C>               <C>
Cash Flows From
Operating Activities
    Net (loss)                                                         $     (5,056)    $     (31,295)    $    (44,596)
    Adjustments to reconcile net (loss)
    to cash (used in) operating activities:
    Changes in assets and liabilities
    Increase in accounts payable                                                  0                 0            1,166
    Increase in officer advances                                              5,056            31,295           41,361
                                                                       ____________     _____________     ____________

         Net cash (used in)
            operating activities                                       $          0     $           0     $     (2,069)
                                                                       ____________     _____________     ____________

Cash Flows From
Investing Activities                                                   $          0     $           0     $          0
                                                                       ____________     _____________     ____________

Cash Flows From
Financing Activities
    Issuance of common stock                                                      0                 0            2,100
                                                                       ____________     _____________     ____________

         Net cash (used in)
            financing activities                                       $          0     $           0     $      2,100
                                                                       ____________     _____________     ____________

         Net increase (decrease)
            in cash                                                    $          0     $           0     $         31

Cash, beginning of period                                                        31                31     $          0
                                                                       ____________     _____________     ____________
Cash, end of period                                                    $         31     $          31     $         31
                                                                       ============     =============     ============

</TABLE>


See Accompanying Notes to Financial Statements.

                                      F-7

<PAGE>


                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2002, AND DECEMBER 31, 2001


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS:

         Magnolia Ventures,  Inc.  ("Company") was organized June 13, 1994 under
         the  laws  of  the  State  of  Nevada.  The  Company  currently  has no
         operations  and, in accordance  with Statement of Financial  Accounting
         Standard (SFAS) No. 7,  "ACCOUNTING AND REPORTING BY DEVELOPMENT  STAGE
         ENTERPRISES," is considered a development stage company.

         A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS
         FOLLOWS:

         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

         For the Statements of Cash Flows,  all highly liquid  investments  with
         maturity of three months or less are considered to be cash equivalents.
         There were no cash  equivalents  as of September 30, 2002 and 2001, and
         December 31, 2001 and 2000.

         INCOME TAXES

         Income taxes are provided for using the liability  method of accounting
         in  accordance  with SFAS No.  109  "ACCOUNTING  FOR  INCOME  TAXES." A
         deferred  tax  asset  or  liability  is  recorded  for  all   temporary
         differences between financial and tax reporting.  Temporary differences
         are  the  differences  between  the  reported  amounts  of  assets  and
         liabilities  and their tax basis.  Deferred tax assets are reduced by a
         valuation  allowance  when,  in the opinion of  management,  it is more
         likely  than not that some  portion or all of the  deferred  tax assets
         will not be realized.  Deferred tax assets and liabilities are adjusted
         for the  effect  of  changes  in tax  laws  and  rates  on the  date of
         enactment.

         REPORTING ON COSTS FOR START-UP ACTIVITIES

         Statement  of Position  98-5 ("SOP  98-5),  "REPORTING  ON THE COSTS OF
         START-UP ACTIVITIES" which provides guidance on the financial reporting
         of start-up and  organization  costs,  requires  most costs of start-up
         activities and organization costs to be expensed as incurred.  With the
         adoption  of SPO  98-5,  there  has been  little  to no  effect  on the
         Company's financial statements.

                                      F-8

<PAGE>


                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2002, AND DECEMBER 31, 2001


NOTE 2.  STOCKHOLDERS' EQUITY

         COMMON STOCK

         The  authorized  common  stock of the Company  consists  of  25,000,000
         shares  with  par  value  of  $0.001.  On June 13,  1994,  the  Company
         authorized  and issued 2,100 shares of its no par value common stock in
         consideration of $2,100 in cash.

         On  December  3,  1999,  the State of  Nevada  approved  the  Company's
         restated Articles of Incorporation,  which increased its capitalization
         from 25,000 common shares to 25,000,000 common shares. The no par value
         was changed to $0.001 per share.

         On  December 3, 1999,  the  Company's  shareholders  approved a forward
         split of its common  stock at one  hundred  shares for one share of the
         existing  shares.   The  number  of  common  stock  shares  outstanding
         increased  from 2,100 to 210,000.  Prior  period  information  has been
         restated to reflect the stock split

         On  February 8, 2000,  the  Company's  shareholders  approved a forward
         split of its common  stock at one  hundred  shares for one share of the
         existing  shares.   The  number  of  common  stock  shares  outstanding
         increased from 210,000 to 21,000,000. Prior period information has been
         restated to reflect the stock split

         PREFERRED STOCK

         On  February  8,  2000,  the State of  Nevada  approved  the  Company's
         restated Articles of Incorporation  which created a new class of serial
         preferred stock,  with a par value of $0.01. The Company has authorized
         10,000,000  shares  of  Serial  Preferred  Stock.  No  shares of Serial
         Preferred Stock has been issued.

         NET LOSS PER COMMON SHARE

         Net loss per share is  calculated  in  accordance  with  SFAS No.  128,
         "EARNINGS  PER SHARE."  The  weighted-average  number of common  shares
         outstanding during each period is used to compute basic loss per share.
         Diluted loss per share is computed using the weighted  averaged  number
         of shares and dilutive  potential common shares  outstanding.  Dilutive
         potential  common shares are  additional  common  shares  assumed to be
         exercised.

         Basic net loss per common share is based on the weighted average number
         of shares of common stock  outstanding of 21,000,000 during 2002, 2001,
         2000, and since inception.  As of September 30, 2002 and 2001, December
         31,  2001 and 2000,  and since  inception,  the Company had no dilutive
         potential common shares.

                                      F-9

<PAGE>


                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2002, AND DECEMBER 31, 2001

NOTE 3.  INCOME TAXES

         There is no provision  for income taxes for the period ended  September
         30, 2002,  due to the net loss and no state  income tax in Nevada,  the
         state of the Company's  domicile and  operations.  The Company's  total
         deferred tax asset as of September 30, 2002 is as follows:

                  Net operating loss carry forward    $           44,596
                  Valuation allowance                 $          (44,596)
                                                      -------------------

                  Net deferred tax asset              $                0

         The net federal  operating  loss carry forward will expire between 2016
         and 2021. This carry forward may be limited upon the  consummation of a
         business combination under IRC Section 381.

NOTE 4.  GOING CONCERN

         The Company's  financial  statements  are prepared in  accordance  with
         generally accepted accounting principles applicable to a going concern.
         This  contemplates  the  realization  of assets and the  liquidation of
         liabilities  in the normal course of business.  Currently,  the Company
         does not have significant  cash of other material  assets,  nor does it
         have  operations  or a  source  of  revenue  sufficient  to  cover  its
         operation costs and allow it to continue as a going concern.  It is the
         intent of the  Company  to seek a merger  with an  existing,  operating
         company.  Until that time, the  stockholders,  officers,  and directors
         have committed to advancing the operating costs of the company.

NOTE 5.  RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal  property.  An
         officer of the corporation  provides  office  services  without charge.
         Such costs are immaterial to the financial  statements and accordingly,
         have not been  reflected  therein.  The officers and  directors for the
         Company  are  involved  in other  business  activities  and may, in the
         future, become involved in other business opportunities.  If a specific
         business  opportunity  becomes  available,  such  persons  may  face  a
         conflict in  selecting  between  the  Company and their other  business
         interest. The Company has not formulated a policy for the resolution of
         such conflicts.

NOTE 6.  WARRANTS AND OPTIONS

         There are no warrants or options  outstanding to acquire any additional
         shares of common stock of the Company.

NOTE 7.  OFFICERS ADVANCES

         The Company has incurred costs while seeking additional capital through
         a merger  with an  existing  company.  An  officer of the  Company  has
         advanced  funds on behalf of the Company to pay for these costs.  These
         funds have been advanced interest free.

                                      F-10


<PAGE>


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

         The Company currently has no business activities and has no assets or
operations. The Company has had no preliminary negotiations to effectuate a
business combination.

         The Company is dependent upon its officers to meet any de minimis costs
which may occur. Peggy Melilli, an officer and director of the Company, has
agreed to provide the necessary funds, without interest, for the Company to
comply with the Securities Exchange Act of 1934, as amended; provided that she
is an officer and director of the Company when the obligation is incurred. All
advances are interest-free.

         In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity and consummate such a
business combination.

         This discussion may contain certain forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those forward-looking statements. The
factors that may cause actual results to differ materially is that the Company
has no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public company
and that there can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or including a
business combination.


Item III. Qualitative and Quantitative Disclosures About Market Risk.

         The Company has not considered nor conducted any research concerning
qualitative and quantitative market risk.

                                      -2-

<PAGE>


                                     PART II

                                OTHER INFORMATION

Item 1 - Legal Proceedings .................................................None

Item 2 - Changes in the Rights of the Company's
         Security Holders ..................................................None

Item 3 -.Defaults by the Company on its
         Senior Securities .................................................None

Item 4 - Submission of Matter to Vote of Security
         Holders ...........................................................None

Item 5 - Other Information

         (a) Board Meeting

         The board held one meeting during the current quarter, which was a
special meeting.

         The board of directors has not established an audit committee. In
addition, the Company does not have any other compensation or executive or
similar committees. The Company will not, in all likelihood, establish an audit
committee until such time as the Company completes a business combination, of
which there can be no assurance. The Company recognizes that an audit committee,
when established, will play a critical role in the financial reporting system of
the Company by overseeing and monitoring management's and the independent
auditors' participation in the financial reporting process. At such time as the
Company establishes an audit committee, its additional disclosures with the
Company's auditors and management may promote investor confidence in the
integrity of the financial reporting process.

         Until such time as an audit committee has been established, the full
board of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or
supplemented.

         The board of directors of the Company, consistent with its intent to
enhance the reliability and credibility of its financial statements, has
submitted the financial statements included in this Form 10-QSB to its

                                      -3-

<PAGE>

independent auditor prior to the filing of this report. An audit was completed
for the period then ended.

Item 6 -  Exhibits and Reports on Form 8-K

         There were no reports on Form 8-K filed during the quarter for which
this report is filed. The following exhibit is filed with this report:

         23.1   Consent of Auditor
         99.1   Written Certification of Chief Executive Officer
         99.2   Written Certification of Chief Financial Officer


                          SIGNATURES AND CERTIFICATIONS

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

Dated: November 13, 2002             MAGNOLIA VENTURES, INC.



                                     By:/s/ PEGGY MELILLI
                                        _________________
                                        Peggy Melilli
                                        President



                                     By:/s/ DENNIS MELILLI
                                        __________________
                                        Dennis Melilli
                                        Chief Financial Officer


                                      -4-

<PAGE>

                                  CERTIFICATION


I, Peggy Melilli, as the Chief Executive Officer of Magnolia Ventures, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Magnolia Ventures,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002                            /s/ PEGGY MELILLI
                                                    ___________________________
                                                        Peggy Melilli
                                                        Chief Executive Officer
                                                        Magnolia Ventures, Inc.

<PAGE>

                                  CERTIFICATION

I, Dennis Melilli, as the Chief Financial Officer of Magnolia Ventures, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Magnolia Ventures,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002                            /s/ DENNIS MELILLI
                                                    ___________________________
                                                        Dennis Melilli
                                                        Chief Financial Officer
                                                        Magnolia Ventures, Inc.