## UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington,
D.C. 20549

## FORM 10-KSB

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

For the fiscal year ended December 31, 2002 .

Commission File Number:   000-28835

WARRENSBURG ENTERPRISES, INC.(Exact name of registrant as specified 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)
(561) 451-9674
(Registrant''s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Securities registered pursuant
to Section 12(b) of the Act:   None

Securities registered
pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [  ]

-1-

Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B not
contained in this form, and no disclosure will be contained, to the best of the
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. ( )

Revenues for year ended December 31, 2002    
  $-0-

Aggregate market value of
the voting common stock held by non-affiliates of the
registrant as of March 10, 2003, was:      $-0-

Number of shares of the registrant's
common stock outstanding as of March 10, 2003 is: 1,000,000

The Company does not have a Transfer Agent.

-2-

PART I

Item 1.      
Description of Business

General

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.

Warrensburg and
companies of its type are commonly referred to as public shell
corporations and the transactions through which public shell corporations
acquire an interest

-3-

in a suitable operating
business are commonly referred to as shell reorganizations. Our
management believes that certain privately-held companies are interested in
going public through a shell reorganization for a variety of
reasons. In the opinion of management, the most common motivation is the belief
that the private companys reconstitution as a publicly- traded corporation
will aid the operating company in obtaining equity capital and in making
acquisitions of other privately-held companies using stock on the theory that
investors are more interested in purchasing equity securities where a public
market for such securities exists.

In selecting a suitable
operating company, although we have established no specific criteria, our
management intends to focus on companies with

| | * | a history of profitability           
| | - | -------------------------------------
| | * | the potential for future profits, and
| | * | strength of management               

Our management believes
that companies operating in technology and goods or products- related industries
have the greatest potential. However, if other factors exist which commend an
operating company as a candidate, such as recent profitability or a recent
improvement in operations or perceived potential or if the operating company is
engaged in a line of business considered by our management to be strategic in
relation to other businesses acquired or contemplated to be acquired by us, we
will consider such other opportunities as they may arise. In general, we intend
to be flexible about the criteria we will use to evaluate possible acquisition
candidates.

We will undertake an
examination and review of privately-held operating companies to identify a
suitable candidate for a business to acquire. Once we identify a suitable
candidate our management will, where necessary and appropriate, prepare a
business plan for the operating company using their general experience and
business acumen, or hire consultants to prepare analyses of the operating
companys capital, production, marketing, labor and other related
requirements.

Although we have conducted
some preliminary investigations of operating companies that may be appropriate
as acquisition candidates and, in some cases, have had preliminary discussions
with representatives of such operating companies, we have not yet reached an
agreement in principal with any company. We cannot assure you that we will ever
be able to locate an operating company that we consider a suitable business
opportunity and reach an acceptable agreement with its management, or that our
management has the requisite experience to recognize and understand a business
opportunity that would benefit us.

Our ability to complete any
transaction may also be dependent on the availability of adequate financing,
competition from other potential bidders and general market conditions. In the
event that we are able to locate and conclude a shell reorganization with what
we consider

-4-

to be a suitable operating
company, we cannot assure you that such company will be successful.

We believe that the most
likely structure for a transaction with an operating company is a
stock-for-stock exchange having the following features:

| | * | qualification as a tax free reorganization issuance of shares of common
stock by Baxter Capital to the shareholders of the
operating company equal to approximately 90% to 95% of our issued and
outstanding shares in exchange for the shares of the operating company, diluting
existing shareholders to ownership equal to approximately 10% to 5%
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | appointment of a new slate of officers and directors of Baxter Capital who are
appointees of the operating company                                                                                                                                                                                                                                   

We intend if possible to
structure any shell reorganization transaction so that the transaction may be
approved by our board of directors without the need to obtain the consent of any
shareholders. In the event that shareholder approval is required, Mr. Goldstein
acting alone without any other shareholders has sufficient votes to approve any
transaction without the need to obtain the approval of any other shareholders.

After giving effect to the
expected terms of a shell reorganization with a suitable operating company, we
expect that our company will operate as a holding corporation for the operating
company.

We are subject to the
periodic reporting requirements of Section 12(g) of the Exchange Act. These
requirements oblige us to file with the Securities and Exchange Commission
specified financial and other information regarding any company that is a party
to a shell reorganization with us, including audited financial statements for
any acquired companies. The financial statement requirements imposed by the
Exchange Act will necessarily limit our pool of candidates with which we may
engage in a shell reorganization to those entities with audited financial
statements meeting the Commissions requirements.

We cannot assure you that
we will find a suitable operating company willing to enter into a shell
reorganization with us, or that we have the requisite experience to recognize
and understand the business operations of an operating company suitable to enter
into a shell reorganization with us.

Competition

Numerous large,
well-financed firms with large cash reserves are engaged in the acquisition of
companies and businesses. We expect competition to be intense for available
operating companies.

-5-

Employees

We have no employees at the
present time and does not contemplate hiring any employees until an operating
company is acquired.

Item 2.     
Description of Property

Through an oral agreement
with Shelley Goldstein, who is our controlling shareholder and our sole officer
and director, we are currently operating from the offices of Ms. Goldstein,
which are located at 22154 Martella Avenue, Boca Raton, Florida 33433, at no
cost to us for the use of office space, equipment rental or phone usage. We do
not anticipate acquiring separate office facilities until such time as we
complete a shell reorganization transaction with an operating company.

Item 3.      
Legal Proceedings

There is no litigation pending
or threatened by or against the Company.

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

None

-6-

PART II

Item 5.      
Market for Common Equity and Related Stockholder Matters

On March 10, 2003, there
were 42 shareholders of record of our common stock. Our shares of common stock
have never been traded on any recognized stock exchange.

Dividends

We do not intends to retain
future earnings to support our growth. Any payment of cash dividends in the
future will be dependent upon: the amount of funds legally available therefore;
our earnings; financial condition; capital requirements; and other factors which
our Board of Directors deems relevant.

Item 6.     
Management's Discussion and Analysis of Financial Condition and Results
of Operations

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 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 is continuing
its efforts to locate a merger Candidate for the purpose of a merger. It is
possible that the Company will be successful in locating such a merger candidate
and closing such merger. However, if the Company cannot effect a non-cash
acquisition, the Company may have to raise funds from a private offering of its
securities under Rule 506 of Regulation D. There is no assurance the Company
would obtain any such equity funding.

-7-

Item 7.     
Financial Statements

The financial statements of
the Company, together with the report of auditors, are as follows:

## 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

ROBERT JARKOWCERTIFIED 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,
2002 and 2001 and the related statements of operations, shareholders
deficit, and cash flows for the year ended December 31, 2002 and 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 audits.

I
conducted my audits 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, 2002 and 2001 and its cash flows for the year ended December 31,
2002 and 2001, in conformity with principles generally accepted in the United
States of America.

February 5, 2003

---

`WARRENSBURG ENTERPRISES, INC.

                                 BALANCE SHEETS

                           December 31, 2002 and 2001


                                     ASSETS


Current Assets                                                            2002         2001
                                                                        ------       ------



       Cash                                                             $   45       $   45


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


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liability
       Accounts payable                                                 $    0       $    0
                                                                        ------       ------

Shareholders' Deficit

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

       Deficit                                                          -8,229       -8,229
                                                                        ------       ------
                    Total shareholders' equity                              45           45

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



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

                                       -2-



                          WARRENSBURG ENTERPRISES, INC.

                            STATEMENTS OF OPERATIONS

                     Years Ended December 31, 2002 and 2001

                                                                                       2002                         2001
                                                                    ------------------------    -------------------------


Revenues                                                            $               -0-         $               -0-

Expenses                                                                            -0-                         -0-


                                                                    ------------------------    -------------------------
Net (loss)                                                          $               -0-         $               -0-
                                                                    ========================    =========================





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

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



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

                                       -3-




                          WARRENSBURG ENTERPRISES, INC.

                       STATEMENT OF SHAREHOLDERS' DEFICIT

                          Year Ended December 31, 2002






                                                                Common Stock
                                                          --------------------------------------
                                                               Shares              Amount                Deficit
                                                          -----------------   ------------------  -----------------------

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

       Operations for the year ended December 31, 2002                                                               -0-

                                                          -----------------   ------------------  -----------------------
Balance December 31, 2002                                        1,000,000               $8,274                  -$8,229
                                                          =================   ==================  =======================




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

                                       -4-






                          WARRENSBURG ENTERPRISES, INC.

                            STATEMENTS OF CASH FLOWS

                 For the Years Ended December 31, 2002 and 2001



                                                                                   2002                        2001
                                                                   ---------------------     -----------------------

Cash flows from operating activities
       Net (loss)                                                  $                 -0-     $                   -0-
       Adjustments to reconcile net (loss) to net cash
         used in operating activities
            (Decrease) in accounts payable -1,000
                                                                   ---------------------     -----------------------

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

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

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

Net decrease in cash                                                                 -0-                         -0-
Cash-beginning                                                                       45                          45

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



Supplemental disclosures of cash flow information:

       Interest paid                                               $              -0-        $              -0-
                                                                   ---------------------     -----------------------
       Taxes paid                                                  $              -0-        $              -0-
                                                                   =====================     =======================





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

                                       -5-`

---

WARRENSBURG ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS
December 31, 2002

# 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.     
Income taxes

At December 31, 2002 and
2001, 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, 2002 and 2001, there are no other items that give rise to
deferred income taxes.

---

PART III

Item 9.      
Directors, Executive Officers, Promoters and Control Persons: Compliance
With Section 16(a) of the Exchange Act

The directors and officers
of the Company, as of March 10, 2003, are set forth below. The directors hold
office for their respective term and until their successors are duly elected and
qualified. Vacancies in the existing Board are filled by a majority vote of the
remaining directors. The officers serve at the will of the Board of Directors.

|Name              | Age | Positions and Offices Held            
|----------------- | --- | --------------------------------------
|                  |     |                                       
|Shelley Goldstein | 42  | President/Secretary/Treasurer/Director

Business Experience

Set forth below is the name
of the director and officer of the Company, all positions and offices with the
Company held, the period during which he has served as such, and the business
experience during at least the last five years:

Shelley Goldstein, has
 served as the Company's sole officer and director since its
inception. From November 1997 through September 1999, Ms.
Goldstein served as the controller for Westmark Mortgage Corp. located in
Boca Raton, Florida. From February 1996
until November 1997, she served as a consultant for The Singing Machine in
 Pompano Beach, Florida. From 1985
until February 1996 she served as president and chief financial officer of
 Shelley Simmons, a correspondent
lender, located in Texas and Florida. Ms. Goldstein earned a Bachelors of
 Arts and Bachelors of Accounting from
the University of Texas.

Certain Legal Proceedings

No director, nominee for
director, or executive officer of the Company has appeared as a party in any
legal proceeding material to an evaluation of his ability or integrity during
the past five years.

-8-

Compliance with Section 16(a) of the Exchange Act

We have not filed Form 3's, Form 4's or Form 5's for the past fiscal year.

Item 10.     
Executive Compensation

The Companys officer
and director does not receive any compensation for his services rendered to the
Company, has not received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company. However, the officer
and director of the Company anticipates receiving benefits as a beneficial
shareholder of the Company and, possibly, in other ways.

No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
have been adopted by the Company for the benefit of its employees.

Item 11.     
Security Ownership of Certain Beneficial Owners and Management

The following table sets
forth certain information regarding the beneficial ownership of the shares of
our common stock as of March 10, 2003 by (i) each person who is known by us to
be the beneficial owner of more than five percent (5%) of the issued and
outstanding shares of our common stock, (ii) each of our directors and executive
officers and (iii) all directors and executive officers as a group.

|Name                                                                  | Number of Total Shares | % of Shareholdings
|--------------------------------------------------------------------- | ---------------------- | ------------------
|                                                                      |                        |                   
|Shelley Goldstein (1)
22154 Martella Avenue
Boca Raton, Florida 33433 | 896,000                | 89.6%             

(1)   
Excludes on additional 49,000 shares of common stock owned by a limited liability
partnership controlled by Peter Goldstein, husband of Shelley Goldstein.  Any beneficial claim of
ownership to these shares is disclaimed by Ms. Goldstein.

Item 12.     
Certain Relationships and Related Transactions.

The Company currently uses
the offices of management at no cost to the Company. Management has agreed to
continue this arrangement until the Company completes an acquisition or merger.

-9-

Item 13.     
Exhibits and Reports on Form 8-K

|(a) | The following documents are filed as part of this report:                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  | Financial statements; see index to financial statements and schedules in
Item 7 herein.                                                                                                           
|2.  | Financial statement schedules; see index to financial statements and
schedules in Item 7 herein.                                                                                                  
|3.  | Exhibits:                                                                                                                                                                                         
|    | The following exhibits are
filed with this Form 10-KSB and are identified by the numbers indicated; see
index to exhibits immediately following financial statements and schedules of
this report.

EXHIBIT INDEX

|    |                                  
|--- | ---------------------------------
|3.1 | Certificate of Incorporation,
(1)
|3.2 | Bylaws, as amended (1)           

(1)   
Incorporated by reference to the Company's Form 10-SB (SEC File No. 0-29077).

-10-

Item 14.   
Controls and Procedures

Evaluation of
disclosure controls and procedures

The companys
principal executive officer and principal financial officer evaluated the
companys disclosure controls and procedures (as defined in rule 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
date within 90 days before the filing of this annual report (the Evaluation
Date). Based on that evaluation, the principal executive officer and principal
financial officer of the company concluded that, as of the Evaluation Date, the
disclosure controls and procedures in place at the company were adequate to
ensure that information required to be disclosed by the company, including its
consolidated subsidiaries, in reports that the company files or submits under
the Exchange Act, is recorded, processed, summarized and reported on a timely
basis in accordance with applicable rules and regulations. Although the
companys principal executive officer and principal financial officer
believe the companys existing disclosure controls and procedures are
adequate to enable the company to comply with its disclosure obligations, the
company intends to formalize and document the procedures already in place and
establish a disclosure committee.

Changes in internal controls

The company has not
made any significant changes to its internal controls subsequent to the Evaluation Date. The
company has not identified any significant deficiencies or material weaknesses
or other factors that could significantly affect these controls, and therefore,
no corrective action was taken.

## SIGNATURES

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

WARRENSBURG ENTERPRISES, INC.

|By: | /s/   
Shelley GoldsteinSHELLEY GOLDSTEINPresident and Director
|--- | ---------------------------------------------------------------

Dated:     March 10,
2003

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

|By: | /s/
         Shelley Goldstein
SHELLEY GOLDSTEIN | President and Director | Dated:   March 10, 2003
|--- | ------------------------------------------------ | ---------------------- | -----------------------

-11-

---

# CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

I Shelley Goldstein certify that:

|1. | I have reviewed this annual report on Form 10-KSB of WARRENSBURG ENTERPRISES, INC.
|-- | ----------------------------------------------------------------------------------

|2. | Based on my knowledge, this yearly 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 yearly report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|4. | I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date with 90 days prior to the filing date of this yearly
report (the Evaluation Date); and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this yearly report my conclusions about effectiveness of the
disclosure controls and procedures based on my evaluation as of the Evaluation
Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | I have disclosed, based on
my most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|6. | I have indicated in this
yearly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of my most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
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Dated:      March 10,  2003

|/s/    Shelley Goldstein
Shelley Goldstein
Chief Executive Officer, Chief Financial Officer
President and Director
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