U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)

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

For the fiscal year ended December 31, 2001

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

For the transition period from _______________ to ________________

Commission File No.:    0-28835

                          Warrensburg Enterprises, Inc.
                    ---------------------------------------
                 (Name of small business issuer in its charter)

Florida                                              65-0963962
-----------------------------                        --------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

22154 Martella Avenue
Boca Raton, Florida                                  33433
------------------------------------                 --------
(Address of principal executive offices)             (Zip Code)

Issuer's telephone number:    (561) 451-9674

Securities registered under Section 12(b) of the Exchange Act:

                                                      Name of each exchange
    Title of each class                               on  which registered

    None                                              None
--------------------------                            -------------------

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of class)

Copies of Communications Sent to:
                            Warrensburg Enterprises, Inc.
                            22154 Martella Avenue
                            Boca Raton, FL 33433
                            Tel: (561) 451-9674 - Fax: (561) 218-8559


<PAGE>
     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                        Yes  X         No
                            ---           ---

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year. $0.00

     Of the 1,000,000 shares of voting stock of the registrant issued and
outstanding as of December 31, 2001, 42 shares are held by non-affiliates.
Because of the absence of an established trading market for the voting stock,
the registrant is unable to calculate the aggregate market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.


<PAGE>
                            SUMMARY TABLE OF CONTENTS

PART I


ITEM 1.          DESCRIPTION OF BUSINESS.

ITEM 2.          DESCRIPTION OF PROPERTY.

ITEM 3.          LEGAL PROCEEDINGS.

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


PART II
 TEM 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

ITEM 7.          FINANCIAL STATEMENTS.

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

PART III

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

ITEM 10.         EXECUTIVE COMPENSATION.

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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


<PAGE>
PART I

ITEM  1.          DESCRIPTION  OF  BUSINESS

BUSINESS  DEVELOPMENT

     Warrensburg  Enterprises, Inc. (the "Company") was organized on December 6,
1999,  under  the  laws  of  the  State of Florida, having the stated purpose of
engaging  in any lawful activities. The Company was formed with the contemplated
purpose  to  engage  in  mergers  and  acquisitions.

     The  Company has never engaged in an active trade or business.  The Company
has  received gross proceeds in the amount of $1,000 from the sale of a total of
1,000,000  shares  of  common  stock,  $.001  par  value  per share (the "Common
Stock"),  pursuant  to Section 3(b) and 4(2) of the Act, and Rule 506 and 701 of
Regulation  D  promulgated  thereunder.  The  sales  were  made  in the State of
Florida.  The  Company undertook the sale and issuance of shares of Common Stock
on  December  6,  1999.

     The  Company  is  considered  a  development  stage company and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate  a  merger  or  acquisition  with  a  private entity.  Because of the
Company's  current  status  of  having  limited  assets  and no recent operating
history,  in  the  event  the Company does successfully acquire or merge with an
operating  business  opportunity,  it  is  likely  that  the  Company's  present
shareholders  will  experience substantial dilution and there will be a probable
change  in  control  of  the  Company.

     Any  target  acquisition  or  merger  candidate  of the Company will become
subject  to  the same reporting requirements as the Company upon consummation of
any such business combination.  Thus, in the event that the Company successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business  must  provide audited financial statements for at
least  the  two  most  recent  fiscal  years,  or in the event that the combined
operating  business  has been in business less than two years, audited financial
statements  will  be  required  from  the  period  of  inception  of  the target
acquisition  or  merger  candidate.

     The  Company's  principal  executive  offices are located at 22154 Martella
Avenue,  Boca  Raton,  FL  33433  and  its  telephone  number is (561) 451-9674.

BUSINESS  OF  ISSUER

     The  Company has no operating history and no representation is made, nor is
any  intended,  that  the  Company  will  carry on any future business activity.
Further,  there  can  be  no assurance that the Company will have the ability to
acquire  or  merge  with an operating business, business opportunity or property
that  will  be  of  material  value  to  the  Company.

     Management  plans  to  investigate, research and, if justified, potentially
acquire  or  merge  with  one or more businesses or business opportunities.  The
Company  currently  has  no  commitment  or  arrangement,  written  or  oral, to
participate in any business opportunity and management cannot predict the nature
of  any  potential  business opportunity it may ultimately consider.  Management
will have broad discretion in its search for and negotiations with any potential
business  or  business  opportunity.

SOURCES  OF  BUSINESS  OPPORTUNITIES


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     The  Company  intends  to  use  various sources in its search for potential
business  opportunities including its officer and director, consultants, special
advisors,  securities  broker-dealers,  venture  capitalists,  member  of  the
financial  community  and  others  who  may  present management with unsolicited
proposals.  Because  of  the  Company's  limited  capital, it may not be able to
retain  on  a fee basis professional firms specializing in business acquisitions
and  reorganizations.  Rather,  the  Company  will  most  likely have to rely on
outside  sources,  not  otherwise  associated with the Company, that will accept
their compensation only after the Company has finalized a successful acquisition
or  merger.  The  Company  will  rely  upon  the  expertise and contacts of such
persons,  will use notices in written publications and personal contacts to find
merger  and  acquisition candidates, the exact number of such contacts dependent
upon the skill and industriousness of the participants and the conditions of the
marketplace.  None  of  the  participants  in  the  process  will  have any past
business  relationship with management. To date, the Company has not engaged nor
entered into any definitive agreements nor understandings regarding retention of
any  consultant  to assist the Company in its search for business opportunities,
nor  is  management  presently  in  a  position  to  actively seek or retain any
prospective  consultants  for  these  purposes.

     The  Company does not intend to restrict its search to any specific kind of
industry  or  business.  The  Company  may  investigate and ultimately acquire a
venture  that  is  in  its  preliminary  or  development  stage,  is  already in
operation,  or  in  various  stages  of its corporate existence and development.
Management  cannot  predict  at this time the status or nature of any venture in
which  the  Company  may participate.  A potential venture might need additional
capital  or  merely  desire to have its shares publicly traded.  The most likely
scenario  for  a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which  merely  desires  to  establish  a  public  trading market for its shares.
Management  believes  that  the Company could provide a potential public vehicle
for  a private entity interested in becoming a publicly held corporation without
the  time  and  expense  typically  associated  with an initial public offering.


EVALUATION

     Once  the  Company  has  identified  a  particular  entity  as  a potential
acquisition  or  merger  candidate,  management  will  seek to determine whether
acquisition  or  merger  is  warranted  or  whether  further  investigation  is
necessary.  Such determination will generally be based on management's knowledge
and  experience  or  with  the  assistance  of  outside advisors and consultants
evaluating  the preliminary information available to them.  Management may elect
to  engage  outside  independent  consultants to perform preliminary analysis of
potential  business  opportunities.  However,  because  of the Company's limited
capital  it  may  not  have  the  necessary  funds for a complete and exhaustive
investigation  of  any  particular opportunity.  Management will not devote full
time to finding a merger candidate, will continue to engage in outside unrelated
activities,  and  anticipates devoting no more than an average of five (5) hours
weekly  to  such  undertaking.

     In  evaluating  such  potential  business  opportunities,  the Company will
consider,  to  the  extent relevant to the specific opportunity, several factors
including  potential  benefits  to  the  Company  and  its shareholders; working
capital,  financial  requirements  and  availability  of  additional  financing;
history  of  operation,  if  any;  nature  of  present and expected competition;
quality  and experience of management; need for further research, development or


<PAGE>
exploration;  potential  for  growth  and  expansion; potential for profits; and
other  factors  deemed  relevant  to  the  specific  opportunity.

     Because  the  Company  has  not located or identified any specific business
opportunity  as  of  the  date hereof, there are certain unidentified risks that
cannot  be  adequately  expressed  prior  to  the  identification  of a specific
business  opportunity.  There  can be no assurance following consummation of any
acquisition  or  merger  that  the  business  venture  will develop into a going
concern  or,  if  the  business  is  already operating, that it will continue to
operate successfully.  Many of the potential business opportunities available to
the  Company  may  involve  new  and  untested  products,  processes  or  market
strategies  which  may  not  ultimately  prove  successful.

FORM  OF  POTENTIAL  ACQUISITION  OR  MERGER

     Presently  the  Company  cannot  predict  the  manner  in  which  it  might
participate  in  a  prospective  business  opportunity.  Each separate potential
opportunity  will  be  reviewed  and,  upon the basis of that review, a suitable
legal  structure  or  method  of  participation  will be chosen.  The particular
manner in which the Company participates in a specific business opportunity will
depend  upon the nature of that opportunity, the respective needs and desires of
the  Company  and  management  of  the opportunity, and the relative negotiating
strength  of  the  parties involved.  Actual participation in a business venture
may  take  the  form  of  an  asset  purchase,  lease,  joint  venture, license,
partnership,  stock  purchase,  reorganization,  merger  or  consolidation.  The
Company  may  act  directly  or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company does not intend
to  participate  in  opportunities  through  the  purchase  of  minority  stock
positions.

     Because  of the Company's lack of assets and relevant operating history, it
is  likely  that  any  potential  merger  or  acquisition with another operating
business  will  require  substantial  dilution  to  the  Company's  existing
shareholders  interests.  There  will  probably  be  a  change in control of the
Company,  with  the  incoming  owners  of  the  targeted  merger  or acquisition
candidate  taking  over  control of the Company.  Management has not established
any guidelines as to the amount of control it will offer to prospective business
opportunity  candidates,  since  this issue will depend to a large degree on the
economic  strength  and  desirability  of  each candidate, and the corresponding
relative  bargaining power of the parties.  However, management will endeavor to
negotiate  the best possible terms for the benefit of the Company's shareholders
as  the  case arises.  Management may actively negotiate or otherwise consent to
the  purchase  of  any  portion  of  their common stock as a condition to, or in
connection  with,  a proposed merger or acquisition.  In such an event, existing
shareholders  may  not  be  afforded an opportunity to approve or consent to any
particular  stock  buy-out transaction.  However the terms of the sale of shares
held  by present management of the Company will be extended equally to all other
current  shareholders.

     Management  does  not  have  any  plans  to  borrow funds to compensate any
persons,  consultants,  or promoters in conjunction with its efforts to find and
acquire  or  merge  with another business opportunity.  Management does not have
any  plans  to  borrow  funds  to  pay  compensation to any prospective business
opportunity,  or shareholders, management, creditors, or other potential parties
to  the  acquisition or merger.  In either case, it is unlikely that the Company
would  be  able  to  borrow  significant  funds  for  such  purposes  from  any
conventional  lending  sources.  In  all  probability,  a  public  sale  of  the
Company's  securities  would  also  be  unfeasible,  and  management  does  not
contemplate any form of new public offering at this time.  In the event that the


<PAGE>
Company  does  need  to  raise capital, it would most likely have to rely on the
private sale of its securities.  Such a private sale would be limited to persons
exempt  under  the  Commissions's  Regulation  D or other rule, or provision for
exemption,  if  any  applies.  However, no private sales are contemplated by the
Company's  management  at  this  time.  If  a  private  sale  of  the  Company's
securities  is  deemed  appropriate  in  the future, management will endeavor to
acquire funds on the best terms available to the Company.  However, there can be
no assurance that the Company will be able to obtain funding when and if needed,
or  that  such  funding,  if  available,  can be obtained on terms reasonable or
acceptable  to  the Company.  The Company does not anticipate using Regulation S
promulgated  under the Securities Act of 1933 to raise any funds any time within
the next year, subject only to its potential applicability after consummation of
a  merger  or  acquisition.

     In  the event of a successful acquisition or merger, a finder's fee, in the
form  of  cash or securities of the Company, may be paid to persons instrumental
in  facilitating  the transaction.  The Company has not established any criteria
or  limits  for  the  determination  of  a finder's fee, although most likely an
appropriate  finder's  fee will be negotiated between the parties, including the
potential business opportunity candidate, based upon economic considerations and
reasonable value as estimated and mutually agreed upon at that time.  A finder's
fee  would only be payable upon completion of the proposed acquisition or merger
in the normal case, and management does not contemplate any other arrangement at
this  time.  Current  management  has  not  in  the  past  used  any  particular
consultants,  advisors  or  finders.  Management  has  not actively undertaken a
search  for, nor retention of, any finder's fee arrangement with any person.  It
is  possible that a potential merger or acquisition candidate would have its own
finder's  fee  arrangement,  or  other  similar business brokerage or investment
banking  arrangement,  whereupon  the  terms  may  be governed by a pre-existing
contract;  in such case, the Company may be limited in its ability to affect the
terms  of compensation, but most likely the terms would be disclosed and subject
to  approval pursuant to submission of the proposed transaction to a vote of the
Company's shareholders.  Management cannot predict any other terms of a finder's
fee  arrangement  at  this  time.  If  such  a  fee  arrangement  was  proposed,
independent management and directors would negotiate the best terms available to
the  Company  so as not to compromise the fiduciary duties of the representative
in  the  proposed  transaction,  and the Company would require that the proposed
arrangement  would be submitted to the shareholders for prior ratification in an
appropriate  manner.

     Management  does  not  contemplate  that the Company would acquire or merge
with  a  business  entity in which any officer or director of the Company has an
interest.  Any  such  related  party  transaction,  however  remote,  would  be
submitted  for  approval  by an independent quorum of the Board of Directors and
the  proposed  transaction  would  be  submitted  to  the shareholders for prior
ratification  in an appropriate manner. The Company's management has not had any
contact,  discussions, or other understandings regarding any particular business
opportunity  at  this  time,  regardless  of  any potential conflict of interest
issues.  Accordingly,  the  potential  conflict  of  interest is merely a remote
theoretical  possibility  at  this  time.

POSSIBLE  BLANK  CHECK  COMPANY  STATUS
     While the Company may be deemed a "shell" company at this time, it does not
constitute  a  "blank  check"  company under pertinent securities law standards.
Accordingly,  the  Company is not subject to securities regulations imposed upon
companies  deemed  to be "blank check companies."  If the Company were to file a
registration  statement  under  Securities Act of 1933 and, at such time, priced
its  shares  at  less  than  $5.00  per  share and continued to have no specific


<PAGE>
business  plan,  it  would  then  be  classified  as  a  blank  check  company.

     If  in the future the Company were to become a blank check company, adverse
consequences  could  attach  to the Company.  Such consequences can include, but
are  not  limited  to,  time  delays  of  the  registration process, significant
expenses  to  be  incurred in such an offering, loss of voting control to public
shareholders  and  the  additional steps required to comply with various federal
and  state  laws  enacted  for  the protection of investors, including so-called
"lock-up"  agreements pending consummation of a merger or acquisition that would
take  it  out  of  blank  check  company  status.

     Many  states  (excluding  Florida  where  the Company is incorporated) have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies  in  their  respective  jurisdictions.  Management  does not intend to
undertake  any  efforts to cause a market to develop in the companies securities
or to undertake any offering of the Company's securities, either debt or equity,
until  such  time  as the Company has successfully implemented its business plan
described  herein.  In  the  event  the  Company  undertakes  the  filing  of  a
registration  statement  under circumstances that classifies it as a blank check
company  the  provisions  of  Rule  419  and other applicable provisions will be
complied  with.

RIGHTS  OF  SHAREHOLDERS

     The Company's Articles of Incorporation expressly provide that the Board of
Directors  is  authorized to enter into on behalf of the corporation and to bind
the  corporation  without  shareholder  approval, any and all acts approving the
terms  and  conditions  of  a  merger  and/or a share exchange, and shareholders
affected  thereby,  shall  not  be  entitled  to  dissenters rights with respect
thereto  under  any  applicable  statutory  dissenters  rights  provision.  This
provision  expressly  eliminates  shareholder participation in the merger and/or
share  exchange  contemplated  by  the  Company  and  expressly  eliminates  any
shareholders  dissenters  rights.  The  Company  does  not intend to provide its
shareholders  with  complete  disclosure documentation including audited finance
statements  concerning a target company and its business prior to any mergers or
acquisitions.

COMPETITION

     Because  the Company has not identified any potential acquisition or merger
candidate,  it  is  unable  to  evaluate  the  type  and  extent  of  its likely
competition.  The Company is aware that there are several other public companies
with  only  nominal  assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates.  The
Company  will  be in direct competition with these other public companies in its
search  for  business  opportunities and, due to the Company's limited funds, it
may  be  difficult  to  successfully  compete  with  these  other  companies.

EMPLOYEES

     As  of  the date hereof, the Company does not have any employees and has no
plans for retaining employees until such time as the Company's business warrants
the  expense,  or  until  the  Company  successfully  acquires or merges with an
operating  business.  The  Company  may  find  it necessary to periodically hire
part-time  clerical  help  on  an  as-needed  basis.


<PAGE>
FACILITIES

     The  Company is currently using at no cost to the Company, as its principal
place  of business offices of its current management, Shelley Goldstein, located
in  Boca Raton, Florida.  Although the Company has no written agreement and pays
no  rent  for  the  use of this facility, it is contemplated that at such future
time  as  an acquisition or merger transaction may be completed the Company will
secure  commercial  office space from which it will conduct its business.  Until
such  an  acquisition or merger, the Company lacks any basis for determining the
kinds  of  office  space  or other facilities necessary for its future business.
The  Company has no current plans to secure such commercial office space.  It is
also  possible  that  a  merger  or  acquisition  candidate  would have adequate
existing  facilities  upon  completion  of such a transaction, and the Company's
principal  offices  may  be  transferred  to  such  existing  facilities.

INDUSTRY  SEGMENTS

     No  information  is  presented regarding industry segments.  The Company is
presently  a  development  stage  company  seeking a potential acquisition of or
merger  with  a yet to be identified business opportunity.  Reference is made to
the  statements of income included herein in response to Part II, Item 7 of this
Form  10-KB  for  a  report  of  the  Company's  operating  history.

ITEM  2.       DESCRIPTION  OF  PROPERTY

     The  information  required  by  this  Item 2 is not applicable to this Form
10-KSB  due  to  the  fact that the Company does not own or control any material
property.  There are no preliminary agreements or understandings with respect to
office  facilities  in  the  future.

ITEM  3.       LEGAL  PROCEEDINGS

     The  Company  is currently not a party to any pending legal proceedings and
no such action by, or to the best of its knowledge, against the Company has been
threatened.

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

     No  matter  was  submitted  to  a  vote  of  the  Company's  shareholders,
through  the  solicitation  of proxies or otherwise during the fiscal year ended
December  31,  2001,  covered  by  this  report.

PART  II

ITEM  5.       MARKET FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.

     No  shares  of  the  Company's common stock have previously been registered
with  the  Securities  and  Exchange  Commission (the "Commission") or any state
securities  agency  or authority.  The Company does not presently intend to make
application  to  the  NASD  for  the  Company's  shares  to be quoted on the OTC
Bulletin  Board.

     The  Company  is  not  aware  of any existing trading market for its common
stock.  The  Company's  common stock has never traded in a public market.  There


<PAGE>
are  no plans, proposals, arrangements or understandings with any person(s) with
regard  to  the  development  of  a  trading  market  in  any  of  the Company's
securities.

     If  and  when  the Company's common stock is traded in the over-the-counter
market,  most  likely  the  shares  will be subject to the provisions of Section
15(g)  and  Rule  15g-9  of the Securities Exchange Act of 1934, as amended (the
Exchange  Act"),  commonly referred to as the "penny stock" rule.  Section 15(g)
sets  forth  certain  requirements  for  transactions  in  penny stocks and Rule
15g9(d)(1)  incorporates  the  definition  of  penny  stock as that used in Rule
3a51-1  of  the  Exchange  Act.

     The Commission generally defines penny stock to be any equity security that
has  a  market  price  less than $5.00 per share, subject to certain exceptions.
Rule  3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria  set by the Commission; authorized for quotation on
The  NASDAQ  Stock  Market;  issued by a registered investment company; excluded
from  the  definition  on  the  basis of price (at least $5.00 per share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If  the  Company's  shares are deemed to be a penny stock, trading in the shares
will  be subject to additional sales practice requirements on broker-dealers who
sell  penny  stocks  to  persons other than established customers and accredited
investors,  generally  persons  with  assets  in  excess of $1,000,000 or annual
income  exceeding  $200,000,  or  $300,000  together  with  their  spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for  the  purchase  of such securities and must have
received  the  purchaser's  written  consent  to  the  transaction  prior to the
purchase.  Additionally,  for  any  transaction  involving a penny stock, unless
exempt,  the  rules  require  the delivery, prior to the first transaction, of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also  must  disclose  the  commissions payable to both the broker-dealer and the
registered  representative, and current quotations for the securities.  Finally,
the  monthly statements must be sent disclosing recent price information for the
penny  stocks held in the account and information on the limited market in penny
stocks.  Consequently, these rules may restrict the ability of broker dealers to
trade  and/or maintain a market in the Company's common stock and may affect the
ability  of  shareholders  to  sell  their  shares.

     As  of  December 31, 2001, there were 44 holders of record of the Company's
common  stock.  As  of  the  date hereof, the Company has issued and outstanding
1,000,000  shares  of  common  stock.  Such  shares may not be sold or otherwise
transferred  without  restriction pursuant to the terms of Rule 144 ("Rule 144")
of  the  Act.  Shares  issued  pursuant  to  Rule  144  may  not  be sold and/or
transferred  without  further  registration  under  the  Act  or  pursuant to an
applicable  exemption.

DIVIDEND  POLICY

     The  Company  has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or  make distributions in the foreseeable future.  The Company currently intends
to  retain  and  reinvest  future  earnings,  if any, to finance its operations.


<PAGE>
TRANSFER  AGENT

     The  Company is serving as its own transfer agent until it becomes eligible
for  quotation  with  NASD.

ITEM  6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  Company is considered a development stage company with limited  assets
or capital, and with no operations or income.  The costs and expenses associated
with  the  preparation  and  filing  of  this  registration  statement and other
operations  of  the  Company  have  been paid for by a shareholder, specifically
Shelley  Goldstein  (see Item 4, Security Ownership of Certain Beneficial Owners
and  Management.  Shelley  Goldstein  is  the controlling shareholder).  Shelley
Goldstein  has  agreed to pay future costs associated with filing future reports
under  Exchange  Act  of  1934  if  the  Company  is  unable  to  do so.   It is
anticipated  that  the Company will require only nominal capital to maintain the
corporate  viability  of  the  Company and any additional needed funds will most
likely  be  provided  by the Company's existing shareholders or its sole officer
and director in the immediate future.  Current shareholders have not agreed upon
the  terms  and  conditions  of  future  financing  and such undertaking will be
subject  to  future  negotiations,  except for the express commitment of Shelley
Goldstein  to  fund required 34 Act filings.  Repayment of any such funding will
also  be  subject  to  such negotiations. However, unless the Company is able to
facilitate  an acquisition of or merger with an operating business or is able to
obtain  significant  outside  financing,  there  is  substantial doubt about its
ability  to  continue  as  a  going  concern.

     In  the  opinion  of  management,  inflation  has  not  and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger.  At that time, management will
evaluate  the  possible effects of inflation on the Company as it relates to its
business  and  operations  following  a  successful  acquisition  or  merger.

      Management  plans may but do not currently provide for experts to secure a
successful  acquisition or merger partner so that it will be able to continue as
a  going concern.   In the event such efforts are unsuccessful, contingent plans
have  been  arranged  to  provide that the current Director of the Company is to
fund  required  future  filings under the 34 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue the Company
as  a  going  concern.

PLAN  OF  OPERATION

     During  the  next  twelve  months,  the  Company will actively seek out and
investigate  possible business opportunities with the intent to acquire or merge
with  one  or more business ventures.  In its search for business opportunities,
management  will  follow  the  procedures outlined in Item 1 above.  Because the
Company has limited funds, it may be necessary for the sole officer and director
to  either advance funds to the Company or to accrue expenses until such time as
a  successful  business consolidation can be made.  The Company will not be make
it a condition that the target company must repay funds advanced by its officers
and  directors.  Management  intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible.  Further, the Company's directors
will  defer  any compensation until such time as an acquisition or merger can be
accomplished  and  will  strive  to  have the business opportunity provide their
remuneration.  However,  if  the Company engages outside advisors or consultants


<PAGE>
in its search for business opportunities, it may be necessary for the Company to
attempt  to  raise additional funds.  As of the date hereof, the Company has not
made  any  arrangements  or  definitive  agreements  to  use outside advisors or
consultants  or  to  raise  any  capital.  In the event the Company does need to
raise  capital most likely the only method available to the Company would be the
private  sale  of  its  securities.  Because  of  the nature of the Company as a
development  stage  company,  it is unlikely that it could make a public sale of
securities  or be able to borrow any significant sum from either a commercial or
private  lender.  There can be no assurance that the Company will able to obtain
additional  funding  when and if needed, or that such funding, if available, can
be  obtained  on  terms  acceptable  to  the  Company.

     The  Company  does  not  intend  to  use  any  employees, with the possible
exception  of  part-time  clerical  assistance  on  an as-needed basis.  Outside
advisors  or  consultants  will be used only if they can be obtained for minimal
cost  or  on  a deferred payment basis.  Management is convinced that it will be
able  to  operate  in  this  manner  and  to  continue  its  search for business
opportunities  during  the  next  twelve  months.

ITEM  7.       FINANCIAL  STATEMENTS

     The  Company's  financial  statements  have  been  examined  to  the extent
indicated  in  their  reports  by  Robert  Jarkow, C.P.A., independent certified
accountant,  and  have  been  prepared  in  accordance  with  generally accepted
accounting  principles  and  pursuant  to  Regulation  S-B as promulgated by the
Securities  and  Exchange Commission and are included herein, on Page F-1 hereof
in  response  to  Part  II,  Item  7,  of  this  Form  10-KSB.




                [Balance of this page intentionally left blank.]


<PAGE>
                                  ROBERT JARKOW
                           CERTIFIED PUBLIC ACCOUNTANT

                            3111 North Andrews Avenue
                        Fort Lauderdale, Florida   33309

                                 (954) 630-9070


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To the Board of Directors
Warrensburg Enterprises, Inc.

     I have audited the accompanying balance sheet of Warrensburg Enterprises,
Inc as of December 31, 2001 and the related statements of operations,
shareholders' deficit, and cash flows for the year ended December 31, 2001.
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. The financial statements of Warrensburg Enterprises, Inc. as of
December 31, 2000, before the restatement described in Note 3, were audited by
other auditors whose report dated December 31, 2000, expressed an unqualified
opinion on those statements.

     I conducted my audit in accordance with auditing standards generally
accepted in the United States of America. 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 provide 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 Warrensburg Enterprises,
Inc. as of December 31, 2001 and its cash flows for the year ended December 31,
2001, in conformity with principles generally accepted in the United States of
America.

     I also audited the adjustments described in Note 3 that were applied to
restate the prior financial statements. In my opinion, such adjustments are
appropriate and have been properly applied.




March 4, 2002


<PAGE>
                          WARRENSBURG ENTERPRISES, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                                Table of Contents



Independent Auditor's Report                                                   1

Balance Sheet                                                                  2

Statement of Operations                                                        3

Statement of Shareholders' Equity                                              4

Statement of Cash Flows                                                        5

Notes to Financial Statements                                                  6


<PAGE>
<TABLE>
<CAPTION>
                                    WARRENSBURG ENTERPRISES, INC.

                                            BALANCE SHEETS

                                      December 31, 2001 and 2000


                                                ASSETS


Current Assets                                                     2001           2000
                                                               -------------  -------------
                                                                               (As Ressted)
<S>                                                            <C>            <C>

  Cash                                                         $         45   $         45

                                                               -------------  -------------
                                                               $         45   $         45
                                                               =============  =============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liability
  Accounts payable                                             $          0   $      1,000
                                                               -------------  -------------

Shareholders' Deficit

  Common stock-$.001 par value; 10,000,000 Shares authorized;
     1,000,000 issued and outstanding                                 8,274          7,274

  Deficit                                                            (8,229)        (8,229)
                                                               -------------  -------------
        Total shareholders' deficit                                      45           (955)

                                                               -------------  -------------
                                                               $         45   $         45
                                                               =============  =============
</TABLE>


    The accompanying note are an integral part of these financial statements.

                                        -2-
<PAGE>
<TABLE>
<CAPTION>
                                      WARRENSBURG ENTERPRISES, INC.

                                         STATEMENTS OF OPERATIONS

                                  Years Ended December 31, 2001 and 2000


                                                                        2001           2000
                                                                   ---------------  -----------
                                                                                   (As Ressted)
<S>                                                                <C>              <C>
Revenues                                                           $           -0-  $      -0-

Expenses                                                                       -0-       1,150

                                                                   ---------------  -----------
Net (loss)                                                         $           -0-  $   (1,150)
                                                                   ===============  ===========


Net (loss) per share-basic and diluted                             $        0.0000  $  (0.0012)
                                                                   ===============  ===========

Weighted average number of shares outstanding during the period-
  basic and diluted                                                      1,000,000   1,000,000
                                                                   ===============  ===========
</TABLE>


    The accompanying note are an integral part of these financial statements.

                                        -3-
<PAGE>
<TABLE>
<CAPTION>
                                   WARRENSBURG ENTERPRISES, INC.

                                STATEMENT OF SHAREHOLDERS' DEFICIT

                                   Year Ended December 31, 2001

                                                                                Common Stock
                                                                           ----------------------
                                                                              Shares      Amount     Deficit
                                                                           -------------  -------  ------------
                                                                                                   (As Ressted)
<S>                                                                        <C>            <C>      <C>
Balance at December 31, 1999, as previously reported                          1,000,000   $ 2,000      ($1,000)

  Adjustment for the effect of a correction of an accounting error                                      (6,079)
                                                                           -------------  -------  ------------
Balance at December 31, 1999, as restated                                     1,000,000     2,000       (7,079)

  Capital contribution                                                                      5,274

  Operations for the year ended December 31, 2000, as previously reported                               (2,442)
    Add adjustment for an accounting error                                                               1,292
                                                                                                   ------------
  Operations for the year ended December 31, 2000, restated                                             (1,150)

                                                                           -------------  -------  ------------
Balance December 31, 2000                                                     1,000,000     7,274       (8,229)

  Capital contribution                                                                      1,000

  Operations for the year ended December 31, 2001                                                          -0-
                                                                           -------------  -------  ------------
Balance December 31, 2001                                                     1,000,000   $ 8,274      ($8,229)
                                                                           =============  =======  ============
</TABLE>


    The accompanying note are an integral part of these financial statements.

                                        -4-
<PAGE>
<TABLE>
<CAPTION>
                                     WARRENSBURG ENTERPRISES, INC.

                                       STATEMENTS OF CASH FLOWS

                            For the Years Ended December 31, 2001 and 2000


                                                                          2001            2000
                                                                   ----------------  ----------------
                                                                                       (As Ressted)
<S>                                                                <C>               <C>
Cash flows from operating activities
  Net (loss)                                                       $           -0-   $        (1,150)
  Adjustments to reconcile net (loss) to net cash
    used in operating activities
      (Decrease) in accounts payable                                        (1,000)           (6,079)
                                                                   ----------------  ----------------

         Net cash (used) by operating activities                            (1,000)           (7,229)
                                                                   ----------------  ----------------

Cash flows from financing activities
  Capital contribution                                                       1,000             5,274
                                                                   ----------------  ----------------

         Net cash provided by financing activities                           1,000             5,274
                                                                   ----------------  ----------------

Net decrease in cash                                                           -0-            (1,955)

Cash-beginning                                                                  45             2,000

                                                                   ----------------  ----------------
Cash-ending                                                        $            45   $            45
                                                                   ================  ================

Supplemental disclosures of cash flow information:

                                                                   ----------------  ----------------
  Interest paid                                                    $           -0-   $           -0-
                                                                   ----------------  ----------------
  Taxes paid                                                       $           -0-   $           -0-
                                                                   ================  ================
</TABLE>


    The accompanying note are an integral part of these financial statements.

                                        -5-
<PAGE>
                          WARRENSBURG ENTERPRISES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


Note 1. Nature of Business

     The Company was incorporated in Florida on December 6, 1999 and has been
inactive since inception.

     The Company intends to serve as a vehicle to effect an asset acquisition,
merger, exchange of capital stock or other business combination with a domestic
or foreign business.

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

Note 2. Summary of Significant Accounting Policies

Use of Estimates

     Use of estimates and assumptions by management is required in the
preparation of financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates and
assumptions.

(Loss) Per Share

     Basic (loss) per share equals net (loss) divided by the weighted average
shares outstanding during the period. There are no items to give rise to diluted
shares.

Note 3. Correction of an Accounting Error

     The Company was required to expense organization costs in 1999, the year
incurred. The Company's financial statements have been restated to reflect the
expense in 1999 and the elimination of amortization in 2000.

Note 4. Income taxes

     At December 31, 2001 and 2000, the Company had net operating loss
carryforwards of approximately $8,200 expiring through 2014. The deferred tax
benefit of the net operating loss, of approximately $1,200, has been fully
reserved for due to the uncertainty of its recognition.

     At December 31, 2001 and 2000, there are no other items that give rise to
deferred income taxes.


<PAGE>