UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the year ending December 31, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________

                        Commission file number: 333-85306


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

           Florida                                    65-1129912
    (State or other jurisdiction of          (IRS Employer Identification)
      incorporation

                  800 West Cypress Creek Road, Suite 470
                          Ft. Lauderdale, FL 33309
                    (Address of principal executive offices)

                              (954) 493-8900
                           (Issuer's telephone number)

Previous Address:

24 Madison Road
Fairfield, NJ 07004

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

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]
[ ] Not applicable

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of March 30, 2004,
we had 6,915,000 shares of common stock outstanding.

Transactional Small Business Disclosure Format (Check one): Yes [ ] No [X]


                      PART I-- FINANCIAL INFORMATION

Item 1. Financial Statements.
































PUREZZA GROUP, INC.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR ENDING DECEMBER 31, 2003











































INDEX TO FINANCIAL STATEMENTS




Independent Auditors' Report	F-2

Balance Sheet	F-3

Statement of Operations	F-4

Statement of Stockholders' Equity	F-5

Statement of Cash Flows	F-6

Notes to Financial Statement	F7-11









































F-1








INDEPENDENT AUDITORS' REPORT




The Board of Directors and Stockholders
Purezza Group, Inc.
(A Development Stage Enterprise)
Ft. Lauderdale, Florida

We have audited the accompanying balance sheets of Purezza Group, Inc., a
development stage enterprise, as of December 31, 2003 and 2002, and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2003 and 2002, and the periods from August 9, 2001
(Inception) through December 31, 2003.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
 an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States.  Those standards require that we 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.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Purezza Group, Inc. as of
December 31, 2003 and 2002 and the results of its operations and its cash flows
for the years ended December 31, 2003 and 2002, and the periods from August 9,
2001 (Inception) through December 31, 2003, in conformity with accounting
principles generally accepted in the United States.



					/s/Durland & Company, CPAs, P.A.
                                 Durland & Company, CPAs, P.A.





Palm Beach, Florida
March 30, 2004








F-2








PUREZZA GROUP, INC.
(A Development Stage Enterprise)
BALANCE SHEET
DECEMBER 31, 2003 and 2002



ASSETS


                                               2003          2002




Current assets:
  Cash                                        $ 253,598     $ 476,717

Property and equipment, net                       1,495         3,019
                                              ---------       -------
            Total assets                      $ 255,093     $ 479,736
                                              =========       =======


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accrued expenses payable                    $       0     $   3,158

     Total current liabilities                        0         3,158

Long-term debt:
  Convertible debenture note payable            600,000       600,000
  Accrued interest                                    0        67,989
                                              ---------       -------
     Total long-term debt                       600,000       667,989
                                              ---------       -------
     Total liabilities                        $ 600,000     $ 671,147
                                              ---------       -------
Stockholders' equity (deficit):
  Common stock, $ 0.001 par value,
   100,000,000 shares authorized; 7,815,000
   shares issued and outstanding                  7,815         7,815
  Additional paid-in capital                    326,707       326,707
  Accumulated deficit during development stage (679,429)     (525,933)
                                               ---------      -------
   Total stockholders' equity (deficit)        (344,907)     (191,411)
                                               ---------      -------

   Total liabilities and stockholders' equity $ 255,093     $ 479,736
                                               =========      =======







The accompanying notes are an integral part of the financial statements


F-3


PUREZZA GROUP, INC.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002
AND FOR THE PERIOD FROM AUGUST 9, 2001 (INCEPTION) THROUGH
DECEMBER 13, 2003



                                                                    From
                                                               August 9, 2001
                                               Year Ending       (Inception)
                                               December 31,        Through
                                           2003          2002    Dec 31, 2003
                                        ----------    ---------  ------------

Revenue                                 $      -    $     -      $     -

Operating expenses:
  General and administrative expenses    132,495    141,970      343,770
  Professional fees                       90,406     58,440      193,606
                                         -------    -------      -------
    Total operating expenses             222,901    200,410      537,376
                                         -------    -------      -------

(Loss) from operations                  (222,901)  (200,410)    (537,376)
                                         -------    -------      -------


Other income (expense):
  Impairment of license                        -   (150,000)    (150,000)
  Interest income                          1,418      4,387        7,948
359:    Interest (expense) waived in
      0
                                         -------     ------      -------
   Total other income (expense)         ( 69,407)  (193,350)    (142,052)
                                         -------     ------      -------

Net (loss)                            $ (153,494) $(393,760)  $ (679,428)
                                         =======    =======      =======

Net (loss) per share                  $    (0.02) $   (0.04)
                                         =======    =======
Weighted average number of shares      7,815,000 10,069,452
                                       =========  =========











The accompanying notes are an integral part of the financial statements

                                      F-4







PUREZZA GROUP, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDING DECEMBER 31, 2003 AND 2002
AND FOR THE PERIOD FROM AUGUST 9, 2001 (INCEPTION) THROUGH
DECEMBER 13, 2003



                                                                         Deficit
    Accumulated
                                   Additional  During the     Total
404: Number of   Common  Paid-In   Development  Stockholders'
    Stock        Capital      Stage        Equity


     $ 0     $  0      $   0     $      0

410: Shares issued for cash founders
              10,271,000    10,271     0          0       10,271
Shares issued with debt at
                     850,000       850   12,926       0       13,776
Shares issued for services
                     5,000         5       95       0          100
Shares issued for cash
                   314,000       314  313,686       0      314,000

    0        0   (132,174) (132,174)


BALANCE, December 31, 2001   11,440,000   11,440 326,707   (132,174) 205,973

Shares repurchased for cash  (3,625,000)  (3,625)      0          0   (3,625)

Net Loss                              0        0       0    393,760 (393,760)

BALANCE, December 31, 2002    7,815,000    7,815 326,707   (525,934)(191,412)

Net Loss                              0        0       0   (153,494)(153,494)

ENDING BALANCE,
      7,815,000    7,815 326,707   $679,428 $344,906



















The accompanying notes are an integral part of the financial statements
    F-5



PUREZZA GROUP, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
FOR YEARS ENDING DECEMBER 31, 2003 AND 2002
AND FOR THE PERIOD FROM AUGUST 9, 2001 (INCEPTION) THROUGH
DECEMBER 31, 2003

                                                        For the period from
                                                            August 9, 2001
                                            Year Ending      (Inception)
                                            December 31,       Through
                                          2003       2002    Dec 31, 2003

Cash flows from operating activities:
 Net (loss)                          $(153,494) $(393,760)   $(679,428)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Stock issued for services                  -          -          100
  Depreciation expense                   1,522        755        2,577
  Impairment of license                      -    150,000      150,000
 Increase (decrease) in:
  Accounts payable                           -    (11,250)           -
  Accrued expenses                      (3,158)     3,158            -
  Accrued interest (waiver)            (67,989)    47,737            -
                                       -------    -------      -------
Net cash used in operating activities:(223,119)  (203,360)    (526,751)
                                       -------     -------     -------

Cash flows from investing activities:
  Purchase of license                        0          0     (150,000)
  Purchase of computer                       0     (2,250)      (4,074)
                                       -------     -------     --------
Net cash used in investing activities        0     (2,250)    (154,074)
                                       -------     -------     --------

Cash flows from financing activities:
 Proceeds from issuance of common stock      0          0      338,048
 Repurchase of common stock                  0     (3,325)      (3,625)
 Proceeds from convertible debenture         0          0      600,000
                                       -------     -------     -------
Net cash provided by financing activities    0     (3,325)     934,423
                                       -------     -------     -------
Net increase (decrease) in cash       (223,119)  (208,935)     253,598

Cash, beginning of period              476,717    685,652            0
                                       -------    -------      -------
Cash, end of period                  $ 253,598  $ 476,717    $ 253,598
                                       =======    =======      =======
Supplemental Disclosure of Cash Flow
Information:
  Non-Cash Financing Activities:
  None




The accompanying notes are an integral part of the financial statements

F-6





Purezza Group, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements

(1) The Company Purezza Group, Inc. (the Company) is a Florida chartered
development stage corporation which conducts business from its headquarters
in Ft. Lauderdale, Florida.  The Company was incorporated on August 9, 2001
to market a product called Phoslock.  Phoslock is a patented product that
efficiently removes phosphorus and other oxyanions in natural and industrial
waters and waste water streams.

Phoslock was developed in 1996 by CSIRO, an Australian Government Agency, a
research tank of 6,500 scientists.  The product is currently being used
successfully in Australia by IMT, a private Australian company selected by
CSIRO to promote the commercial applications of the product.

The applications of Phoslock include removal of phosphorus in natural
waterways, sewage treatment plants, farm dams, constructed wetlands,
piggeries, feedlots, golf courses, dairy farms, aquaculture farms, aquariums,
mining, industrial effluent, power plants, commercial development, and
recreational and domestic consumer use.

Phoslock is a modified clay product of slurry powder granules.  It works by
being spread onto water surface.  It absorbs nutrients from the water column
 as it settles to the bottom.  Once it has passed through the water column,
Phoslock forms a stable sediment on the bed of the water body, which
effectively traps not only the nutrients that it has absorbed on the way down
but those nutrients already contained in bottom sediments.

	The following summarize the more significant accounting and reporting
policies and practices of the Company:

a) Use of estimates    The financial statements have been prepared in
conformity with generally accepted accounting principles.  In preparing the
financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of
 the date of the statements of financial condition and revenues and expenses
 for the year then ended.  Actual results may differ significantly from those
estimates.

b)  Start-up costs  Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of Position
(SOP) 98-5.

	c)  Net loss per share  Basic loss per weighted average common share is
computed by dividing the net loss by the weighted average number of common
shares outstanding during the period.

d) Stock compensation for services rendered The Company may issue shares of
common stock in exchange for services rendered.  The costs of the services
are valued according to generally accepted accounting principles and will be
charged to operations.
(e) Revenue recognition Revenue from product sales will be recognized at the
time the sale is made.
f) Property and equipment All property and equipment are recorded at cost and
depreciated over their estimated useful lives, generally three, five or seven
years, using the straight-line method.  Upon sale or retirement, the costs and
related accumulated depreciation are eliminated from their respective accounts,
and the resulting gain or loss is included in the results of operations.
Repairs and maintenance charges which do not increase the useful lives of the
assets are charged to operations as incurred. Depreciation expense was  $1,522
and $755 for the years ended December 31, 2003 and 2002, respectively.


F-7
Purezza Group, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements

(2) Stockholders' Equity  The Company has authorized 100,000,000 shares of
$0.001 par value common stock and had 11,440,000 shares of common stock issued
and outstanding at December 31, 2002 and 7,815,000 at December 31, 2003. The
Company issued 10,271,000 shares of common stock to its founders in exchange
for $10,271 in cash.  It issued 850,000 shares of common stock to the
Debenture Holder in exchange for $14,387 in cash.  The Company issued 5,000
shares of common stock in exchange for services valued at $100.  Through a
Regulation D Rule 506 Private Placement, the Company issued 314,000 shares of
common stock in exchange for $314,000 in cash.
The Company has issued 7,000,000 options to purchase shares of its common
stock to its President.  (See Note 8a.)
In August 2002, the Company repurchased 3,625,000 shares of the Company's
common stock from 9 shareholders for the original amount paid, or $3,625 in
cash.  Such shares were immediately canceled by the Company.
(3) Convertible Debenture   On September 30, 2001, the Company entered into a
Convertible Debenture and Common Stock Agreement whereby the company received
$600,000 in proceeds and issued a Debenture Note Payable in the amount of
$600,000 convertible to 60,000 shares of the common stock of the Company, at
$10 per share, at any time up to May 24, 2004, otherwise payable @ 8% interest
annually, plus principal payable on May 24, 2004.  Accrued interest payable at
December 31, 2002 was $67,989, which was waived by the debenture holder,
therefore the accrued interest payable at December 31, 2003 is $0..

(4) Income Taxes The Company adopted Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), "Accounting for Income Taxes", since
inception.  SFAS No. 109 requires the liability method of accounting for
income taxes.  Deferred income taxes result in temporary differences in the
recognition of revenue and expenses for income tax and financial reporting
purposes.  These differences are primarily due to the differences in accrual
basis reporting for statement purposes and cash basis reporting for tax
purposes.

At December 31, 2003, the Company had Federal and State net operating loss
carry-forwards of $679,400, which expire $153,500, $393,800 and $132,100 at
December 31, 2023, 2022 and 2021, respectively.
Significant components of deferred income taxes are as follows:

Net Operating Loss                                 $ 679,400
                                                   ----------
Total Deferred Tax Asset                             139,000
Less: Valuation Allowance                           (139,000)
                                                   ----------
Net Deferred Tax Asset                             $ 0
                                                   ======
The amount recorded as deferred tax assets as of December 31, 2003 is
 $139,000, which represents the amount of tax benefit of the loss
 carryforward.  The Company has established a valuation allowance
against this deferred tax asset, as the company has no history of profitable
operations.

(5) Fair Value of Financial Instruments  The Company's financial instruments
consist entirely of cash in bank and a license and a convertible debenture
 note.  The carrying amounts of such financial instruments, as reflected in
 the balance sheet, approximate the estimated fair value of the accounts as of
December 31, 2003.  The estimated fair value is not necessarily indicative of
the amounts the Company could realize in a current market exchange or of future
earnings or cash flows.


F-8

Purezza Group, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements

(6) License Agreement  On August 15, 2001, the company entered into a License
Agreement with Integrated Mineral Technology Limited (IMT) whereby the company
received the exclusive use of the product "Phoslock" for all applicable
purposes in the USA, Canada, Mexico, Central American and South America.  The
Agreement was effective August 15, 2001 and is for a term of nineteen years
and two and one-half months, ending October 31,  2020.  The initial license
fee paid by the Company was $150,000.  In conjunction with the License
Agreement, the Company sold 530,000 shares of the company's common stock to
 IMT in exchange for $530 in cash, and the Agreement is subject to certain
other conditions.

When the Company begins commercialization of this license, it will amortize
the initial license fee over the then remaining life of the license. The
 Company will pay IMT certain royalties pursuant to the Agreement.  The
Company has an exclusive license to sell and or manufacture the product,
Phoslock, in the license territories.  The Agreement provides for minium
 royalty amounts, contracted product pricing and specific use requirements
of the product, as
well as mutual benefits and obligations for sub licensing and referrals and
various other considerations. The minimum royalty payments under the agreement
are $843,750 in 2004, and $1,260,000 per year thereafter.  In the second
quarter of 2002, the Company wrote off the license fee, since the Company had
not yet been able to commercialize the license.

(7)  Phoslock Product Change    Purezza in conjunction with its licensor has
arranged for the production of a world wide, consistent Phoslock product.  A
granulation plant is now under construction in Kunming, China, which will
produce Phoslock for distribution world wide to all licensees.  The
Corporation's former president , Leonard M. Perle, who recently resigned due
to health reasons and product consultant, Dr. Clifford Buntin, of the
University of Southern California, along with special international
cooperation from our Australian shareholders and licensor, were able to
formulate a granule Phoslock product which is a vast improvement over the
slurry product.  All world wide Phoslock distributors will be able to take
delivery, commencing in May, 2004, of the new granule Phoslock.  The new
Phoslock should be economically superior, as it is a dry product which can be
more easily produced, stored, shipped, and used.  The previous slurry product
was 80% water, making it less efficient to handle.  Phoslock will have
consistency and significant cost savings as a result of this change. Long
term, this is major improvement.  Short term, it is a reason why sales will
be delayed until product can be delivered.



















F-9



Purezza Group, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements





(8)  Subsequent Events


As of January 15, 2004 Leonard Perle resigned as President of
Purezza Group, Inc. due to failing health.  All options were cancelled
at that time.


NOTE 9 - OPTIONS


During the quarter ending December 31, 2003, the Corporation issued
options to purchase common stock as follows:


to Larry Legel, President, Chief Executive Officer, Chief Administrative
Officer, Director, Secretary, Treasurer and Chief Financial Officer, in the
amount of 150,000 options at a strike price of $0.10 per share.
The options may be exercised at any time for five years.  The option date is
October 20, 2003.  The expiration date is October 20, 2008.  The options were
issued to Director/Officer in consideration for services rendered, and in
anticipation of future services to be rendered.

to  Sanzari Family Trust, in the amount of 250,000 options at a strike
price of $1.00 per share.  The options may be exercised at any time for
three years.  The option date is October 27, 2003.  The expiration date is
October 27, 2006.  The options were issued in consideration of the option
holder providing working capital to the Corporation.

to  TJP Management, Inc., in the amount of 250,000 options at a strike
price of $1.00 per share.  The options may be exercised at any time for
three years.  The option date is October 27, 2003.  The expiration date is
October 27, 2006.  The options were issued in consideration of the option
holder providing working capital to the Corporation.

to  Gregory A. Nagel, in the amount of 1,000,000 options at a strike price
of $1.00 per share.  The options may be exercised at any time for five
years.  The option date is November 5, 2003.  The expiration date is
November 5, 2006.  The options were issued in consideration of the option
holder providing working capital to the Corporation.













F-10


Purezza Group, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements


(8) Related Parties
(a) Executive employment agreement On October 1, 2001, the Company entered
into an Employment Agreement with employee Leonard M. Perle, as President
and a member of the Board of Directors, for five years.  Pursuant to the
Agreement, the base compensation to be paid to Leonard M. Perle for months
one through twelve of the employment term is at $60,000 annually; for months
thirteen through nineteen, at $100,000 annually; for months twenty through
twenty-six, at $150,000 annually; for months twenty-seven through thirty-two,
 at $200,000 annually; for months thirty-three through sixty, at $250,000
annually.


The number of options which Mr. Perle has received and may exercise at
certain levels of Company revenue are as follows:
               Number of
                Options            Price            Company
                                                    Revenue
            ___________          _________       __________
               500,000           $    .50       $ 1,000,000

               500,000                            2,000,000
                                     2.00
               500,000                            4,000,000
                                     2.50
             ___________
Subtotal     1,500,000



The number of options which Mr. Perle has received and may exercise at
certain levels of Company earnings is as follows:

               Number of
                Options          Price              Company
                                                    Revenue
           __________         _________           __________

            500,000             1.00                250,000

            500,000             2.50                500,000

            500,000             3.00                750,000

          1,000,000             5.00              1,000,000

          1,000,000             7.00              5,000,000

          1,000,000             7.00              7.500.000
         __________

Subtotal  5,500,000
         __________

Total     7,000,000
         ==========


F-11

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


Forward-Looking Statements.


This report on Form 10-K contains forward looking statements. The words
"we," "us," and "our" refer to Purezza Group, Inc. The words or phrases
"would be," "will allow," "intends to," "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project,"
or similar expressions are intended to identify "forward-looking
statements". Actual results could differ materially from those projected
in the forward looking statements as a result of a number of risks and
uncertainties, including but not limited to: (a) possible lack of demand
for our Phoslock product; (b) competitive products and pricing; (c)
limited amount of resources devoted to advertising; (d) our failure to
implement certain steps in our Plan of Operations within the time period
we originally planned to accomplish; (e) because we are a development stage
company with a limited operating history and a poor financial condition,
you will be unable to determine whether we will ever become profitable; (f)
if we are unable to obtain financing to support our future growth plans, we
will have to curtail our operations and our growth plans; (g) we are
subject to extensive United States and foreign regulation which may
increase our costs and lead to delays, fines or restrictions on our
business; (h) should our agreement with our Australia-based licensor or our
licensor's agreement with an Australian government agency be terminated, we
will have to find an alternative business or cease our operations; (i)
if we are unable to make royalty payments to our licensor, our sub-license
agreement may be terminated, as well as our business; and (j) other risks
that are discussed in our Form SB-2 Registration Statement which is
available for review at the Securities and Exchange Commission's Edgar
system at www.sec.gov.


PLAN OF OPERATIONS

We will need approximately $218,000 to implement our Plan of Operations, not
including substantial royalty payment obligations that we will incur under
the terms of our sub-license agreement with Integrated Mineral Technology
Pty Ltd, as follows: (a) we are required to make minimum royalty payments of
$850,000 to our Australia-based licensor, if and only if we sell specified
amounts of the Phoslock product; and (b) separate and apart from the
minimum royalty payments, we are required to make royalty payments totaling
in excess of $18 million from 2004 until the end of the 18 year agreement.
We are required to make these royalty payments whether or not we sell
Phoslock. Our obligation to pay our licensor $250,000 in royalties for the
year ending December 31, 2003 has been waived by our licensor.











                                     -12-






Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONT'D)


We have $253,598 of cash available as of December 31, 2003 for anticipated
expenses of $218,000 as detailed in our Plan of Operations. Although we have
sufficient funds to meet the anticipated expenses detailed in our Plan of
Operations, we do not have sufficient funds to meet our other obligations
which consist of the royalty payments detailed above. We anticipate that
even if our current cash requirements change we will not have sufficient
cash regarding any required royalty payments for a period of 12 months
through our existing capital and revenue from product sales; moreover, there
are no assurances that our estimated expenses or revenue expectations will
be correct. In the event that our cash or our revenues are insufficient to
meet our needs, we will seek financing through traditional bank financing or
a debt or equity offering. However, because we are a development stage
company with no operating history and a poor financial condition, we may be
unsuccessful in obtaining such financing or the amount of the financing may
be minimal and therefore inadequate to implement our Plan of Operations. In
addition, if we only have limited funds by which to conduct our operations,
we may be unable to conduct any marketing or advertising, which will
negatively impact development of our brand name and reputation, and future
product sales. In the event that we do not receive financing or our
financial resources are inadequate to meet our capital needs, or if we do
not adequately implement an alternative Plan of Operations that enables us
to conduct operations without having received adequate financing, we may
have to liquidate our business and undertake any or all of the following
actions:
    o     Sell or dispose of our assets, if any;
    o     Pay our liabilities in order of priority, if we have available
          cash to pay such liabilities;
    o     If any cash remains after we satisfy amounts due to our creditors,
          distribute any remaining cash to our shareholders in an amount
          equal to the net market value of our net assets;
    o     File a Certificate of Dissolution with the State of Florida to
          dissolve our corporation and close our business;
    o     Make the appropriate filings with the Securities and Exchange
          Commission so that we will no longer be required to file periodic
          and other required reports with the Securities and Exchange
          Commission, if, in fact, we are a reporting company at that time;
          and
    o     Make the appropriate filings with the National Association of
          Security Dealers to affect a delisting of our common stock, if,
          in fact, our common stock is trading on the Over-the-Counter
          Bulletin Board at that time.

Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.

If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors
will take priority over our shareholders. If we fail to file for bankruptcy
under Chapter 7 or Chapter 11 and we have creditors, such creditors may
institute proceedings against us seeking forfeiture of our assets, if any.






-13-



Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONT'D)


We do not know and cannot determine which, if any, of these actions we will
be forced to take.

If any of these foregoing events occur, Shareholders could lose their entire
investment in our shares.


OUR PLAN OF OPERATIONS TO DATE

We have accomplished the following to date regarding our Plan of Operations:
     o    Formulated our business, marketing, and operational plans;
     o    Raised capital from the sale of our common stock;
     o    Negotiated and completed agreements with the licensor of the
          Phoslock product, Integrated Mineral Technology Pty Ltd;
     o    Negotiated and completed agreements with our exclusive sales
          agent, Pro-Finishes, Inc.;
     o    Established a website at www.purezza.com to refer potential
          customers to information regarding our business;
     o    Duplicated the Phoslock product and sent samples to our licensor
          for testing and approval which were approved by our licensor;
     o    Our licensor, Integrated Mineral Technology Pty Ltd, contracted
          with Exponent Environmental Group, Inc. to prepare an application
          to the Environmental Protection Agency on our behalf to register
          Phoslock as a new chemical under the Toxic Substances Act. This
          application was filed on January 4, 2003 and approved on March 7,
          2003;
     o    Our sub-manufacturer, Heterene Corporation, manufactured 8360
          pounds of Phoslock to provide samples to prospective customers or
          for possible future orders; and
     o    In November 2002, we originally attempted sales of our Phoslock
          product, but we then determined that we did not have approval of
          the Environmental Protection Agency.
     o    In August, 2003 we started to send out samples of our products
          under limited sales efforts and in October, 2003, we modified our
          sales efforts because of the changes in our product Phoslock, from
          a slurry formula to a granule formula.


OUR PLAN OF OPERATIONS

We originally planned to implement our Plan of Operations from July, 2002 to
July, 2003; however, our Plan of Operations was delayed because we did not
receive approval from the Environmental Protection Agency to register
Phoslock as a new chemical under the Agency's Toxic Substances Act until
March 7, 2003. We plan to accomplish our Plan of Operations outlined below
over fifteen months beginning May, 2004 and continuing until July,
2005. During our fifteen month Plan of Operations, we will market the
Phoslock product only in the United States. We will not market Phoslock in
Canada, Mexico, Central and South America until at least August, 2006.






-14-






October, 2003 - February, 2004
Steps Required to obtain our Raw Materials

Steps required to obtain our raw materials have been dramatically simplified
due to the fact that all of the Phoslock production will come from the new

Kunming, China plant and there will be no need for the Corporation to obtain
its own raw materials.

February 2003 - October 2003
Steps Required for Sub-Manufacturing of Phoslock

Steps required for sub-Manufacturing of Phoslock have been dramatically
changed due to the fact that from now on all of the Phoslock production will
come from the new Kunming, China plant and no sub-manufacturing of
Phoslock by the Corporation will be necessary.

October, 2003 - April, 2004
Identifying Prospective Customers

Our exclusive sales agent, Pro-Finishes, Inc. will identify prospective
customers by cold calling on companies and government agencies that use
large amounts of water or are located near or on large water bodies and
from leads derived from our advertising. In order to achieve this, Pro-
Finishes, Inc. will contact the technical person associated with
potential customers such as companies and municipalities that are
affected by environmental water problems, send brochures demonstrating
usage of Phoslock, and schedule appointments with interested parties.
There is no cost affiliated with the identification process.

Pro-Finishes, Inc. is compensated by commission only if a sale is made by
them.

To date, we have not established any customers.

October 2003 - December 2003
Meetings with Prospective Customers

Pro-Finishes, Inc. will arrange meetings with prospective customers based
on the identification process described above and will make sales
presentations throughout our fifteen month Plan of Operations. Pro-Finishes,
Inc. will offer free testing of water and perform a comparison test against
treatment of the water with Phoslock.  Pro-Finishes, Inc. will conduct sales
presentations at customer locations to demonstrate the advantages of
Phoslock. We pay Pro-Finishes, Inc. a 10% commission on sales.

To date, we have not established any customers.

Hiring Sales Persons
Pro-Finishes plans to hire three sales persons on a full-time basis to
sell the Phoslock Product in May.  Pro-Finishes, Inc.'s president will attempt
to recruit three full-time sales persons from his affiliated company, Jeen
International, Inc. Sales persons will be compensated on a commission basis.
Pro-Finishes sales representatives will be paid a 5% commission on product
sales.





-15-




October, 2003 - December, 2004
Marketing

We began marketing our product on November 1, 2002. To date, our marketing
has consisted solely of responding to inquiries about our product and cold-
calling prospective customers consisting of municipalities, industrial
concerns and state and federal governmental agencies. To date, we have not
established any customers or sold any Phoslock through Pro-Finishes or through
our President/Chief Executive Officer.


Attending Trade Shows

We originally planned to attend at least three trade shows a year
beginning in February 2003 that specialize in water purification products
or environmental clean-up products; however, now we will not commence our
attendance at trade shows until we obtain a sufficient customer base. Our
plan is to have our President and a Pro-Finishes, Inc. representative
attend the trade shows to introduce the Phoslock products. We plan to have
available the following written materials and displays at these trade
shows: (a) brochures which are currently available; (b) video tapes of who
would use Phoslock and how it is used which have not yet been made. We
estimate the cost will be approximately $15,000 for travel, lodging,
attendance fees and set-up costs for each trade show.


Disseminating Press Releases

Our president will draft press releases to be disseminated to environmental
journals regarding the Phoslock product, their uses, and any testing results
associated with Phoslock. Because all work will be performed in-house, we
anticipate minimal or no cost with drafting and disseminating press
releases. We originally planned on disseminating press releases beginning in
March 2003; however, now we will not commence distributing press releases
until we obtain a sufficient customer base or otherwise generate sufficient
revenues. To date, we have not disseminated any press releases.


Print and/or Internet Advertising

Our president will draft advertisements that highlight the advantages of the
Phoslock products. We will consult with the publications with which we will
advertise as to graphics and content of the advertisements. Advertisements
will appear in environmental publications and trade magazines. We anticipate
spending approximately $75,000 in advertising costs during this time period.
To date, we have placed no advertisements in environmental publications or
trade magazines.

We originally planned to begin this step in our Plan of Operations during
March 2003; however, we now will not begin this step in our Plan of
Operations until we have made sales of our Phoslock product.






-16-







Review of our Operations by our Licensor's Technical Advisory Board

Previous to the changes, due to the fact that the Corporation will purchase
all of the new Phoslock products from the new Phoslock plant in Kunming,
China, our licensor's Technical Advisory Board conducted an annual review of
our operations and sub-manufacturing facility in order to determine whether:
    o     The manufacture of the Phoslock product by our sub-manufacturer
          conformed to the product specifications of our licensor;
    o     The manufacturing equipment used in the manufacturing process by
          our sub-manufacturer was capable of manufacturing according to our
          licensor's product specifications;
    o     Our quality control standards conformed to our licensor's quality
          control standards;
    o     The sub-manufacturer of the Phoslock product that we used had the
          technical skills and experience to manufacture Phoslock; and
    o     We were using our best efforts to sell the Phoslock product.

The first visit for a review of our operations by our licensor's Technical
Advisory Board was scheduled for February 2002, but rescheduled to July 1,
2002 by our licensor and then rescheduled again to late October, 2002 by our
licensor.  On October, 22 and 23, 2002, members of our Licensor's Technical
Advisory Board who are the Chief Executive Officer and Technical Director of
our licensor, visited our headquarters in Fairfield, New Jersey. Our
licensor assumed all costs of this visit. During their visit, the Technical
Advisory Board members met with our President, Mr. Leonard Perle, the
President of Pro-Finishes, Mr. Adam Perle, and Pro-Finishes sales
representatives that will assist in marketing Phoslock throughout our
licensed territory. The licensor representatives provided a detailed
commentary on the development and applications of Phoslock. In addition, the
licensor representatives and our President, Mr. Leonard Perle, conducted the
following conference calls with: (a) representatives of Exponent, Inc., the
consultant which arranged for and prepared an application to the United
States Environmental Protection Agency to register Phoslock as a new
chemical under that agency's Toxic Substance Control Act to ascertain the
status of the preparation of the application and any information needed for
its preparation; and (b) a representative of a Florida municipality as a
prospective customer which is in control of a lake with algae problems. In
addition, the Technical Advisory Board members visited Heterene Corporation
which was to sub-manufacture the Phoslock product on our behalf. The
licensor representatives met with Heterene Corporation's Chief Engineer,
Herbert Frank, inspected the plant and viewed the tank and mixing areas
where Phoslock was to be manufactured. The licensor representatives
discussed with Mr. Frank the current operations of the Heterene plant and
processing taking place to manufacture Heterene's products.  Additionally,
the Technical Advisory Board members reviewed the procedures necessary to
utilize the same equipment Heterene is using for manufacture of its
products, which was to be used to manufacture Phoslock, including the
relevant cleaning protocols. The Technical Advisory Board members concluded
that the plant contained almost all of the equipment to manufacture Phoslock
and that Heterene had the technical skills and experience to manufacture
Phoslock.  The next visit by the Technical Advisory Board which had been
scheduled for October, 2003 or November, 2003, will not have to be done
because the Corporation will be purchasing our product directly from the new
Phoslock granule plant in Kunming, China.






-17-




September, 2002 - November, 2003
Testing Procedures

The need for testing procedures has been eliminated due to the fact that all
of the Phoslock product will come from the new Kunming, China plant and
there will be no need for the testing procedures previously required when
the Corporation produced its own Phoslock product.


Future Production Costs

Future production costs will be significantly reduced, due to the fact that
all of the Phoslock product will be produced at the new Kunming, China plant
and through mass production, costs per ton will be less.  The amount of
savings has not yet been determined.


Future Equipment Costs

Future equipment costs for testing equipment will be eliminated completely
due to the fact that the Corporation will no longer be producing its own
Phoslock product, but will be buying product directly from the new Kunming,
China plant.


Pricing of Phoslock

The anticipated prices at which we intend to sell Phoslock to our
customers were at one time:

Amount of Phoslock Order                         Price
Less than 1 ton                               $2,000 per ton
From 1 ton to 10 tons                         $2,000 per ton
From 11 tons to 50 tons                       $1,900 per ton
From 50 tons to 100 tons or more              $1,900 per ton

At this time those prices are being reduced due to the fact that we will
receive savings as a result of the new Phoslock granule product which will
be available when production commences at the new plant in Kunming, China in
May, 2004.

Summary of Total Costs of $218,000 to accomplish our Plan of Operations
Attending trade shows - $15,000
Advertising - $75,000
Working Capital Needs of $28,000 consisting of: (a) $1,000 per month rent
paid to Jeen International for total annual rent of $12,000; (b)$500 per
month cost paid to Jeen International for part-time tasks by one of their
4 secretaries for a total annual cost of $6,000; (c) annual telephone and
other office expenses of $10,000.
Chief Executive Officer's Salary for one year - $100,000

Our source of the funds to accomplish our Plan of Operations will be
derived from our current cash of $253,598 as of December 31, 2003, which
is sufficient to conduct our Plan of Operations. We derived our cash
resources from a $600,000 debenture investment and private placement
sales of our common stock, prior to the filing of a registration statement.





-18-



Item 3. CONTROLS AND PROCEDURES.

The Company's Chief Executive Officer and Chief Financial Officer evaluated
the Company's disclosure controls and procedures within the 90 days
preceding the filing date of this annual report. Based upon this
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are
effective in ensuring that material information required to be disclosed is
included in the reports that it files with the Securities and Exchange
Commission.

There were no significant changes in the Company's internal controls or, to
the knowledge of the management of the Company, in other factors that could
significantly affect these controls subsequent to the evaluation date.


                       PART II-- OTHER INFORMATION


Item 1. Legal Proceedings.
Not Applicable.

Item 2. Changes in Securities.
Not Applicable.

Item 3. Defaults Upon Senior Securities.
Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable

Item 5. Other Information.
Not Applicable.


























-19-





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

          (a) Exhibits and Index of Exhibits

Exhibit Number    Description

 3i)             Articles of Incorporation (1)

 3(ii)           By-Laws (1)

    31.3(i)-3(ii)    Denotes exhibits previously filed on April 1, 2003 with
                     Purezza Group, Inc.'s SB-2/A Registration Statement
                     amendment 6., File #333-85306, hereby incorporated by
                     reference.

31.1              Certification on September 3, 2003 of Chief Executive
                  Officer for the quarter ending March 31, 2003 pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2              Certification on September 3, 2003 of Chief Financial
                  Officer for the quarter ending March 31, 2003 pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1              Certification on September 3, 2003 of Chief Executive
                  Officer for the quarter ending March 31, 2003 pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

32.2              Certification on September 3, 2003 of Chief Financial
                  Officer for the quarter ending March 31, 2003 pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of the Sabanes-Oxley Act of 2002.

      31.1-32.2      Denotes exhibits previously filed on September 3, 2003
                     with Purezza Group, Inc.'s, Form 10-QSB for the quarter
                     ending March 31, 2003.

31.3              Certification on September 10, 2003 of Chief Executive
                  Officer for the quarter ending June 30, 2003 pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

31.4              Certification on September 10, 2003 of Chief Financial
                  Officer for the quarter ending June 30, 2003 pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

32.5              Certification on September 10, 2003 of Chief Executive
                  Officer for the quarter ending June 30, 2003 pursuant to
                  18 U.S.C. Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002.

32.6              Certification on September 10, 2003 of Chief Financial
                  Officer for the quarter ending June 30, 2003 pursuant to
                  18 U.S.C. Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002.

      31.3-32.6   Denotes exhibits previously filed on September 10, 2003
                  with Form 10QSB for the quarter ending June 30, 2003.





-20-


Item 6. Exhibits and Reports on Form 8-K.
          (a) Exhibits and Index of Exhibits

Exhibit Number    Description




31.5              Certification on November 13, 2003 of Chief Executive
                  Officer for the quarter ending September 30, 2003 pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002.

31.6              Certification on November 13, 2003 of Chief Financial
                  Officer for the quarter ending September 30, 2003 pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002.

32.7              Certification on November 13, 2003 of Chief Executive
                  Officer for the quarter ending September 30, 2003 pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

32.8              Certification on November 13, 2003 of Chief Financial
                  Officer for the quarter ending September 30, 2003 pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of the Sabanes-Oxley Act of 2002.


      31.5-32.8   Denotes exhibits filed on November 13, 2003 with Form
                  10QSB for the quarter ending September 30, 2003.

31.7              Certification on March 30, 2004 of Chief Executive
                  Officer for the year ending December 31, 2003 pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002.

31.8              Certification on March 30, 2004 of Chief Financial
                  Officer for the year ending December 31, 2003 pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002.

32.9              Certification on March 30, 2004 of Chief Executive
                  Officer for the year ending December 31, 2003 pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

32.10             Certification on March 30, 2004 of Chief Financial
                  Officer for the year ending December 31, 2003 pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

     31.7-32.10   Denotes exhibits filed on March 30, 2004 with Form
                  10KSB for the year ending December 31, 2003.









-21-






          (b) Reports on Form 8-K.




On July 2, 2003, the registrant filed a Form 8-K/A under Item 4. "CHANGES IN
REGISTRANT'S CERTIFYING ACCOUNTANT", stating that the registrant changed its
accounting firm from Durland and Company, CPAs, P.A. to Daszkal Bolton LLP.

On June 12, 2003, the registrant filed a Form 8-K under Item 4. "CHANGES IN
REGISTRANT'S CERTIFYING ACCOUNTANT", stating that the registrant changed its
accounting firm from Durland and Company, CPAs, P.A. to Daszkal Bolton LLP.

On November 7, 2003, the registrant filed a Form 8-K under Item 4, "CHANGES
IN REGISTRANT'S CERTIFYING ACCOUNTANT", stating that the registrant changed
its accounting firm from Daszkal Bolton LLP back to Durland and Company,
CPA's, PA.



                                   SIGNATURES



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



Date: March 30, 2004


                           Purezza Group, Inc.
                                  (Registrant)






/s/ Larry Legel
    Larry Legel
    President and Chief Executive Officer






/s/ Larry Legel
    Larry Legel
    Principal Financial Officer and Principal Accounting Officer
    and Chief Administrative Officer






-22-



EX-31 3 purezzaex311.htm

Exhibit 31.7
CERTIFICATIONS ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002



                                 CERTIFICATIONS

I, Larry Legel, certify that:

1. I have reviewed this annual report for December 31, 2003 on Form 10-
KSB of Purezza Group, Inc.;

2. Based on my knowledge, this 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 report;

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

4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and











5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.



Date: March 30, 2004






/s/ Larry Legel
    Larry Legel
    President and Chief Executive Officer






































EX-31 4 purezzaex312.htm

Exhibit 31.8
CERTIFICATIONS ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002



                                 CERTIFICATIONS

I, Larry Legel, certify that:

1. I have reviewed this annual report for December 31, 2003 on Form 10-
KSB of Purezza Group, Inc.;

2. Based on my knowledge, this 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 report;

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

4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and










5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.



Date: March 30, 2004






/s/ Larry Legel
    Larry Legel
Principal Financial Officer and Principal Accounting Officer
and Chief Administrative Officer





































EX-32 5 purezzaex321.htm

Exhibit 32.9
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002



In connection with the Form 10-KSB annual report of Purezza Group, Inc.
(the "Company") for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     o    the Report fully complies with the requirements of Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and

     o    the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of
          operations of the Company.



March 30, 2004




/s/ Larry Legel
    Larry Legel
President and Chief Executive Officer































  EX-32 6 purezzaex322.htm

Exhibit 32.10


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002



In connection with the Form 10-KSB annual Report of Purezza Group, Inc.
(the"Company") for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     o    the Report fully complies with the requirements of Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and

     o    the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of
          operations of the Company.

March 30, 2004,




/s/ Larry Legel
    Larry Legel
Principal Financial Officer and Principal Accounting Officer