SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE PERIOD ENDING MARCH 31, 2004

                            THE HAVANA REPUBLIC, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                  <C>                          <C>
            NEVADA                            333-40799                       84-1346897
(State or other jurisdiction of      (Commission File Number)     (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>

      1224 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA                   33139
--------------------------------------------------------------------------------
       (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (305) 531-1174
                                                           --------------

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

      Copies of all  communications,  including all  communications  sent to the
agent for service, should be sent to:

                         Joseph I. Emas, Attorney at Law
                             1224 Washington Avenue
                           Miami Beach, Florida 33139
                             Telephone: 305.531.1174

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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 [ ]

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

As of May 19,  2004,  27,633,113  shares of $.01 par  value  common  stock  were
outstanding.

Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

<PAGE>

                          PART I FINANCIAL INFORMATION

General

      The  accompanying  reviewed  financial  statements  have been  prepared in
accordance with the instructions to Form 10-QSB.  Therefore, they do not include
all information and footnotes necessary for a complete presentation of financial
position,  results  of  operations,  cash  flow,  and  stockholders'  equity  in
conformity with generally accepted  accounting  principles.  Except as disclosed
herein,  there has been no material change in the  information  disclosed in the
notes to the financial  statements  included in the  Company's  annual report on
Form 10-KSB for the year ended June 30, 2003. In the opinion of management,  all
adjustments  considered  necessary  for a fair  presentation  of the  results of
operations  and financial  position have been included and all such  adjustments
are of a normal recurring nature.  Operating results for the quarter ended March
31, 2004 are not necessarily  indicative of the results that can be expected for
the year ended June 30, 2004.


<PAGE>

                      HAVANA REPUBLIC INC. AND SUBSIDIARIES

                   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

               AS OF AND FOR THE NINE MONTHS ENDED MARCH 31, 2004
                                   (Unaudited)


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
      Consolidated Condensed Balance Sheet.................................  2

      Consolidated Condensed Statements of Operations and
        Accumulated Deficit................................................  3

      Consolidated Condensed Statements of Cash Flows......................  4

      Notes to Consolidated Condensed Financial Statements.................  5-6

<PAGE>
                   THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET

                                 March 31, 2004

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                                     <C>
CASH                                                                                    $         --

OIL AND GAS PROPERTIES                                                                        40,000

GOODWILL                                                                                  12,110,000

OTHER ASSETS                                                                                      --
                                                                                        ------------

      TOTAL ASSETS                                                                      $ 12,150,000
                                                                                        ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                   LIABILITIES


CURRENT LIABILITIES                                                                     $         --

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY

Preferred stock, no par value, authorized 5,000,000 shares

   Convertible preferred stock-Series A, authorized 2,500 shares; 114 shares issued
      and outstanding (aggregate liquidation preference of $182,250)                         158,078

   Preferred stock-Series B, authorized 500,000 shares; 200,000 shares issued and
      outstanding (aggregate liquidation preference $100,000)                                 40,000

   Convertible preferred stock-Series C, authorized 100 shares; 89.30 shares issued
      and outstanding (aggregate liquidation preference $210,000)                            893,248

   Convertible preferred stock-Series D, authorized 50 shares; 50 shares issued
      and outstanding (aggregate liquidation preference $500,000)                            500,000

Common stock, no par value authorized 50,000,000 shares; 27,633,113 shares issued
   and outstanding and additional paid-in capital                                         17,841,153

Accumulated deficit                                                                       (7,282,479)
                                                                                        ------------

      TOTAL SHAREHOLDERS' EQUITY                                                          12,150,000
                                                                                        ------------


         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $ 12,150,000
                                                                                        ============
</TABLE>

See accompanying auditors' report and notes to the financial statements.


                                      -2-

<PAGE>

                   THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                             AND ACCUMULATED DEFICIT

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            For the nine months ended          For the three months ended
                                                        --------------------------------    --------------------------------

                                                        March 31, 2004    March 31, 2003    March 31, 2004    March 31, 2003
                                                        --------------    --------------    --------------    --------------
<S>                                                      <C>               <C>               <C>               <C>
SALES                                                    $         --      $    299,453      $         --      $         --

COST OF SALES                                                      --           124,166                --                --
                                                         ------------      ------------      ------------      ------------

                                                         ------------      ------------      ------------      ------------
GROSS PROFIT                                                       --           175,287                --                --

OPERATING EXPENSES
Store expenses                                                     --           197,533                --                --
General and administrative                                         --           169,639                --                --
Depreciation and amortization                                      --            46,500                --                --
Professional fees                                                  --            26,410                --                --
                                                         ------------      ------------      ------------      ------------

TOTAL OPERATING EXPENSES                                          --           440,082                --                --
                                                         ------------      ------------      ------------      ------------

NET LOSS FROM OPERATIONS                                           --          (264,795)               --                --


OTHER INCOME (EXPENSE)
Loss on disposition of assets and liabilities                      --          (355,342)               --                --
Other income (expense)                                             --             1,216                --                --
                                                         ------------      ------------      ------------      ------------

NET LOSS                                                 $         --      $   (618,921)     $         --      $         --

ACCUMULATED DEFICIT--beginning                                     --        (6,663,558)               --                --
                                                         ------------      ------------      ------------      ------------

ACCUMULATED DEFICIT--ending                              $         --      $ (7,282,479)     $         --      $         --
                                                         ============      ============      ============      ============

NET LOSS PER COMMON SHARE--BASIC AND DILUTED             $         --      $         --      $         --                $-
                                                         ============      ============      ============      ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING--BASIC
AND DILUTED (SEE NOTE B)                                   16,636,000        75,146,000        28,266,000        63,075,000
                                                         ============      ============      ============      ============
</TABLE>

See accompanying auditors' report and notes to the financial statements.


                                      -3-
<PAGE>

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         For the nine months ended March 31
                                                                         ----------------------------------
                                                                                 2004           2003
                                                                             -----------     ---------
<S>                                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                                     $        --     $(618,921)

Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization                                                         --        46,500
Common stock issued in exchange for services                                          --            --
Disposition of assets and liabilities                                                 --        68,155
(Increase) Decrease in:
Inventory                                                                             --        34,916
Prepaid expenses                                                                      --        10,000

Increase (Decrease) in :
Accounts payable and accrued expenses                                                 --        44,724
                                                                             -----------     ---------

NET CASH USED IN OPERATING ACTIVITIES                                                 --      (414,626)

CASH FLOWS FROM INVESTING ACTIVITIES                                                  --            --
                                                                             -----------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES

Borrowing from short-term note payable                                                --       375,000
                                                                             -----------     ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                             --       375,000
                                                                             -----------     ---------

NET DECREASE IN CASH                                                                  --       (39,626)

Cash--Beginning of period                                                             --        39,626

Cash--End of period                                                          $        --     $      --
                                                                             ===========     =========

NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchase of oil and gas property                                             $        --     $      --
                                                                             ===========     =========
</TABLE>

See accompanying auditors' report and notes to the financial statements


                                      -4-

<PAGE>


                   THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2004

NOTE A - BASIS OF PRESENTATION

      The  accompanying  unaudited  condensed  financial  statements  have  been
      prepared in accordance with generally accepted  accounting  principles for
      interim financial information and with the instructions to Form 10-QSB and
      Article 10 of Regulation S-B. Accordingly,  they do not include all of the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles  for  complete   financial   statements.   In  the  opinion  of
      management,  all  adjustments  (consisting of normal  recurring  accruals)
      considered necessary for a fair presentation have been included. Operating
      results  for  the  nine  month  period  ending  March  31,  2004  are  not
      necessarily  indicative  of the results  that may be expected for the year
      ending June 30,  2004.  For further  information,  refer to the  financial
      statements and footnotes  thereto  included in the Company's 10-KSB and/or
      Annual Report for the fiscal year ended June 30, 2003.

NOTE B - STOCKHOLDERS' EQUITY

      On July 24, 2003, the Company  effectuated a 1 for 300 reverse stock split
      of the Company's  outstanding  Common Stock.  The principal  effect of the
      reverse stock split was that the number of shares of the Company's  Common
      Stock issued and  outstanding  was reduced from  189,941,113  shares as of
      June 30, 2003 to approximately 633,137 shares. In addition,  the Company's
      authorized  number of shares of Common Stock was reduced from  500,000,000
      shares of Common Stock to 1,666,666 shares of Common Stock.  Following the
      reverse  stock  split,  the  Company  amended  the  Company's  Articles of
      Incorporation to increase of the Company's  authorized number of shares of
      Common Stock (post split) from 1,666,666 to 50,000,000  authorized  shares
      of Common Stock. The preferred  shareholders of the Company have agreed to
      the  cancellation  or conversion  of their  preferred  shares.  Management
      anticipates  effectuating  the  elimination  of the  preferred  shares and
      shares of Common Stock to be issued in the third  fiscal  quarter of 2004.
      Although  shareholders  have  approved the right to change the name of the
      Company and/or a change in the domicile of the Company, management has not
      determined  when to  implement  the  authorized  name  change or change of
      domicile.

      In October 2003,  Delek Corp.,  a Texas  corporation,  was merged into The
      Havana Republic,  Inc. As consideration for the merger, Delek Corp. or its
      designees were issued 27 million shares of the Company's restricted Common
      Stock. Delek Corp. is an oil and gas exploration company with its focus on
      combining proven undeveloped  properties and unproven low risk properties,
      as well as high risk high reward low expenditure properties.

<PAGE>


NOTE C - RELATED PARTY TRANSACTIONS

      In November 2003, a limited liability company wholly owned by shareholders
      of the Company paid a deposit of $20,000 to an oil and gas company for the
      right to purchase leasehold estates known as the Gallagher Gap Prospect in
      the State of Nevada. The total purchase price of such leasehold estates is
      $100,000.

NOTE D - COMMITMENTS AND CONTINGENCIES

      Related Party Transactions

      In January 2004, a limited  liability company wholly owned by shareholders
      of the Company  entered a lease  agreement  for the rights to 240 acres of
      land  in  Beauregard  Parrish  in the  southern  region  of the  State  of
      Louisiana.  Under the terms of the lease  agreement,  the lease obligation
      for such  land  shall be  satisfied  through  the  application  of  future
      revenues,  as defined.  There can be no assurances that any production may
      occur or, if productions occurs, that it may prove profitable.


<PAGE>

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

      Management's  Discussion and Analysis  contains  various  "forward looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this  Form  10-QSB/A,  including,  without  limitation,  statements  related  to
anticipated  cash flow sources and uses, and words  including but not limited to
"anticipates",  "believes",  "plans", "expects", "future" and similar statements
or  expressions,   identify  forward  looking  statements.  Any  forward-looking
statements  herein  are  subject  to  certain  risks  and  uncertainties  in the
Company's business,  including but not limited to, reliance on key customers and
competition in its markets,  market demand,  product performance,  technological
developments,  maintenance of relationships with key suppliers,  difficulties of
hiring or retaining key personnel and any changes in current  accounting  rules,
all of which may be beyond the  control of the  Company.  The  Company's  actual
results could differ materially from those anticipated in these  forward-looking
statements as a result of certain factors, including those set forth therein.

      Management's  Discussion and Analysis of Consolidated Results of Financial
Condition or Plan of Operation  ("MD&A") should be read in conjunction  with the
consolidated  financial  statements  included  herein.  Further,  this quarterly
report  on Form  10-QSB  should  be  read  in  conjunction  with  the  Company's
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in its 2003 Annual Report on Form 10-KSB. In addition, you are urged to
read this report in conjunction with the risk factors described herein.

General Development of Business.

      The Havana  Republic,  Inc., a Florida  corporation  (the  "Company")  was
formed on March 10, 1996.  The Company was engaged in the business of owning and
operating  upscale  cigar  emporiums  devoted to the sale of premium  cigars and
cigar related  merchandise.  The costs associated with the ongoing operations of
the  Company  made it  exceedingly  difficult  to achieve  profitability  in the
business,  which  resulted in  continuing  losses.  As a result of those ongoing
operating  losses and expenses,  the Company had a significant  working  capital
deficit,  negative  stockholder's  equity,  and almost no  remaining  cash.  The
Company was unable to raise the  required  capital to continue  its  business in
that  form  and  commenced  plans  to  divest  all of its  operations  and  sell
substantially all of its assets. On September 25, 2002, the Company entered into
an asset  purchase  agreement (as described  below)  whereby an entity formed by
Stephen Schatzman, a director and shareholder and chief executive officer, would
acquire all of the operating  assets of the Company's cigar business in exchange
for the assumption of all of the Company's  liabilities.  The transaction closed
on November 15, 2002. As a consequence,  the Company  currently has no assets or
material liabilities.

<PAGE>

      On October 2, 2002, a preferred shareholder converted his preferred shares
into 100,000,000 shares of common stock.

      On  March  24,  2003,  the  Company  filed a  Definitive  14C  Information
Statement with the Securities and Exchange Commission to advise the stockholders
of  shareholder  approval to amend the Company's  Articles of  Incorporation  to
change the Company's name to LPE Acquisition Corp. (or other such name as may be
available),  effect a 1-for-300  reverse stock split of the Company's issued and
outstanding  Common  Stock  and  a  corresponding  decrease  in  the  number  of
authorized shares of the Company's Common Stock, amend the Company's Articles of
Incorporation to increase of the Company's authorized number of shares of Common
Stock (post split) from 1,666,666 to 50,000,000, amend the Company's Articles of
Incorporation  to eliminate the  Company's  preferred  stock (post  split),  and
change  the  Company's  domicile  from  Florida  to Nevada.  Such  actions  were
previously  approved by the written consent of the stockholders who collectively
hold a majority of the voting power of the Company's capital stock.

      On July 24, 2003, the Company  effectuated a 1 for 300 reverse stock split
of the Company's  outstanding  Common Stock. The principal effect of the reverse
stock split was that the number of shares of the  Company's  Common Stock issued
and  outstanding  was reduced  from  189,941,113  shares as of April 12, 2003 to
approximately  633,137 shares. In addition,  the Company's  authorized number of
shares of Common  Stock was reduced from  500,000,000  shares of Common Stock to
1,666,666 shares of Common Stock. Following the reverse stock split, the Company
amended the  Company's  Articles of  Incorporation  to increase of the Company's
authorized  number of shares of Common  Stock  (post  split) from  1,666,666  to
50,000,000 authorized shares of Common Stock. The preferred  shareholders of the
Company have agreed to the cancellation or conversion of their preferred shares.
The management anticipates  effectuating the elimination of the preferred shares
and shares of Common Stock to be issued in the second fiscal  quarter.  Although
shareholders  have approved the right to change the name of the Company and/or a
change in the domicile of the Company,  Management  has not  determined  when to
implement the authorized name change or change of domicile.

Asset Purchase Agreement

      The  Company  was unable to raise the  required  capital to  continue  its
business has divested all of its  operations and sold  substantially  all of its
assets.  On  September  25,  2002 the  Company  entered  into an asset  purchase
agreement whereby an entity formed by Stephen Schatzman,  a director shareholder
and  chief  executive  officer,  acquired  all of the  operating  assets  of the
Company's  cigar business in exchange for the assumption of all of the Company's
liabilities. The transaction closed on November 15, 2002. The agreement provided
that, at closing,  certain Investors agreed to surrender to the Company,  in the
aggregate  $680,000  Stated Value of the Company's  Convertible  Preferred Stock
for, in the  aggregate,  the  issuance to the  Investors  of $680,000  principle
amount of 5% notes and 33% of the fully diluted  common equity of the Buyer.  At
the  closing of the  purchase,  Mr.  Schatzman  surrendered  to the  Company for
cancellation the Buyer's interest in the Convertible  Preferred Stock ($680,000)

<PAGE>

of the Company.  In addition,  Mr.  Schatzman  transferred his right,  title and
interest  in his Series B  Preferred  Stock to the  Investors.  The  liquidation
preference of these shares was $50,000 and had a carrying  value of $20,000.  In
October 2002, the Investors had loaned  $100,000 to the Company with interest at
8% per annum. This debt was assumed by Mr. Schatzman at the closing. Pursuant to
this agreement,  Stephen  Schatzman was issued  sufficient  common shares of the
Company to own 5% of the outstanding shares.

      Under applicable  Florida law, approval of the asset transfer requires the
affirmative  vote of a  majority  of the  outstanding  stock of the  corporation
entitled to vote thereon. The transfer was approved in writing by the holders of
a majority of the shares of the Company's then  outstanding  common stock and by
all the  shareholders of Havana Republic  Holding Company in accordance with the
provisions of Section 607.0704 of the Florida Business Corporation Act.

Merger

      On October 20, 2003, Delek Corp., a Texas corporation, was merged into The
Havana  Republic,  Inc.  As  consideration  for the merger,  Delek Corp.  or its
designees were issued 27 million shares of restricted common stock.  Delek Corp.
is an oil and gas  exploration  company  with  its  focus  on  combining  proven
undeveloped  properties and unproven low risk  properties,  as well as high risk
high reward low  expenditure  properties.  At the time of the merger Delek Corp.
owned all the rights to the leasehold estates known as the Lodgepole Prospect in
Stark County, North Dakota.

The Lodgepole Reef Fairway Play - Williston Basin

This is an exploration  activity for the Mississippian aged Lodgepole  carbonate
build-ups in the Williston Basin of Montana and North Dakota.  A new exploration
technique is being applied to this  exploration  activity,  and, in management's
opinion,  should it prove  successful,  it will be a very material event for the
Company.  The  Lodgepole  limestone  was  deposited in a very shallow  ancestral
Williston  Basin.  The carbonate  formation was developed as thousands of small,
circular  limestone  build-ups,  or  "reefs".  The average  distribution  of the
build-ups is about 4 reefs per  square-mile  section.  The Lodgepole  reefs were
deposited  within a "fairway" a thousand miles long and thirty miles wide on the
shelf of the  Williston  Basin.  The  reservoirs  may  produce  as much as 2,000
barrels per day (BOPD) at depths of 500 to 9,500 feet.  The most prolific  reefs
have each produced as much as 4,000,000 barrels of light, sweet oil. Delek Corp.
has leased two Lodgepole reefs, and signed a letter of intent for two additional
reef  leaseholds  and Delek Corp.  will be the operator of this  project.  Delek
Corp. expects to start drilling  operations in the second quarter of 2004. There
can be no assurances  that any production  may occur or, if productions  occurs,
that it may prove profitable.

Gallagher Gap Prospect

In November 2003, a limited  liability  company wholly owned by  shareholders of
the Company paid a deposit of $20,000 to an oil and gas company for the right to

<PAGE>

purchase  leasehold  estates known as the Gallagher Gap Prospect in the State of
Nevada.  The  total  purchase  price  of such  leasehold  estates  is  $100,000.
Beauregard  Parrish In January 2004, a limited liability company wholly owned by
shareholders  of the  Company  entered a lease  agreement  for the rights to 240
acres of land in  Beauregard  Parrish  in the  southern  region  of the State of
Louisiana. Under the terms of the lease agreement, the lease obligation for such
land shall be satisfied through the application of future revenues,  as defined.
The Company has  targeted  prospects  in  Louisiana  which it plans to pursue in
accordance  with  its  exploration  and  drilling  strategy.  There  can  be  no
assurances that any production may occur or, if productions  occurs, that it may
prove profitable.

Joint venture agreement with Les Iles Petroles Internationaux, LLC

On March 23, 2004,  Delek Corp., a wholly-owned  subsidiary,  signed a letter of
intent for a joint venture agreement with Les Iles Petroles Internationaux, LLC,
an affiliated  company, to do exploration in the Williston Basin of North Dakota
where the Company has already secured a few leases, and in the Hardeman Basin in
western Texas.

The joint  venture  will be  exploring  mainly for  geologic  formations  called
Lodgepole  reefs. The Company plans to start drilling at some of these locations
in the next 30 days. The joint venture  provides Delek Corp. with a 20% interest
in up to 100 future drilling  sites.  Final details of the agreement are subject
to  change.  The letter of intent  executed  by the two  parties  is  considered
proprietary to Les Iles and cannot be published.  The definitive  agreement will
be published upon  execution.  Management  believes that a final  agreement will
lead to a larger pool of locations to drill and  therefore  increases the chance
of success of a drilling  program.  The Company  already has  interests in these
areas (see above).

This is an  exploration  play for the  Mississippian  aged  Lodgepole  carbonate
build-ups  in the  Williston  Basin of Montana and North Dakota and the Hardeman
Basin of western Texas. A new exploration technique (see below) is being applied
to this play,  and should it prove  successful,  it will be a material event for
the Company.  The Lodgepole  limestone was deposited in a very shallow ancestral
Williston  Basin.  The carbonate  formation was developed as thousands of small,
circular  limestone  build-ups,  or  "reefs".  The average  distribution  of the
build-ups is about 4 reefs per  square-mile  section.  The Lodgepole  reefs were
deposited  within a "fairway" a thousand miles long and thirty miles wide on the
shelf of the  Williston  Basin.  The  reservoirs  may  produce  as much as 2,000
barrels per day at depths of 500 to 9,500  feet.  The most  prolific  reefs have
each produced as much as 4,000,000 barrels of light, sweet oil.

The  Lodgepole  reefs are visible in surface  outcrop in the far western part of
the  Williston  Basin.  This allows the sense of scale and geometry of the reefs
can be observed first hand. The lithologic complexity of the reservoirs can also
be examined.  Delek Corp.'s  technology  partner in this play is a company named
Oil For America (OFA).  OFA has applied a proprietary  photo-analytical  program
known as All Remote  Sensing  analysis.  This  analysis  detects the location of
Waulsortian reef cores. This program produces well-defined images that correlate
with the oil producing wells.

As of April 21, 2004, Delek Corp. begun drilling in the Hardeman Basin. Drilling
is underway on the Caldwell #1 in Hardeman  County.  Patterson  Rig #31 has been
contracted to drill to a total depth of 9,500 feet.

<PAGE>

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 COMPARISON OF NINE MONTHS ENDED MARCH 31, 2004
                       TO NINE MONTHS ENDED MARCH 31, 2003

GROSS REVENUES AND COSTS OF OPERATIONS

NET SALES, COST OF SALES, GROSS PROFIT

SALES.  Sales decreased from $299,453 for the nine-month  period ended March 31,
2003 to none for the  nine-month  period  ended  March  31,  2004.  This  amount
reflects  the  consequences  of the Company  divesting  itself of all assets and
liabilities  resulting in no net sales,  cost of sales or gross profit to report
for the  period of  November  15,  2002 to March  31,  2004 and the focus of the
Company on exploration and drilling,  neither of which has produced any revenues
to date.

COST OF SALES.  Cost of sales  decreased from $124,166 for the nine months ended
March 31, 2003 to none for the nine months  ended  March 31,  2004.  This amount
reflects  the  consequences  of the Company  divesting  itself of all assets and
liabilities  resulting in no net sales,  cost of sales or gross profit to report
for the  period of  November  15,  2002 to March  31,  2004 and the focus of the
Company on exploration and drilling,  neither of which has produced any revenues
to date.

GROSS  PROFIT.  Gross profit  decreased  from $175,287 for the nine months ended
March 31, 2003 to none for the nine months  ended  March 31,  2004.  This amount
reflects  the  consequences  of the Company  divesting  itself of all assets and
liabilities  resulting in no net sales,  cost of sales or gross profit to report
for the  period of  November  15,  2002 to March  31,  2004 and the focus of the
Company on exploration and drilling,  neither of which has produced any revenues
to date.

OPERATING EXPENSES

TOTAL OPERATING EXPENSES. Total Operating Expenses,  decreased from $440,082 for
the nine months ended March 31, 2003 to none for the nine months ended March 31,
2004. This amount reflects the  consequences of the Company  divesting itself of
all assets and  liabilities  resulting  in no net sales,  cost of sales or gross
profit to report for the period of  November  15, 2002 to March 31, 2004 and the
focus of the Company on exploration and drilling,  neither of which has produced
any revenues to date nor incurred any operating expenses.

NET LOSS.  Net loss  decreased from a net loss of ($618,921) for the nine months
ended March 31, 2003 to no net loss for the nine  months  ended March 31,  2004.
This amount  reflects the  consequences of the Company  divesting  itself of all
assets and liabilities  resulting in no net sales, cost of sales or gross profit
to report for the period of November 15, 2002 to March 31, 2004 and the focus of
the Company on  exploration  and  drilling,  neither of which has  produced  any
revenues to date nor incurred any operating expenses.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      Since  its  inception,   the  Company  sustained  losses.   The  Company's
operations  and growth had been  funded by the sale of Common  Stock,  Preferred
Stock and Convertible Debentures. For the period ending March 31, 2004 and prior
to the asset sale closing of November 15, 2002, the Company was able to secure a
short-term note payable;  however, no new securities were issued.  Subsequently,
on November 15, 2002, the Company divested itself of all assets and liabilities.

      Leonard  Sternheim,  our sole  officer and director has agreed to fund the
Company's  operations  until  the  Company  receives  revenues.   The  Company's
expectations,  beliefs  and  projections  are  expressed  in good  faith and are
believed  by  the  Company  to  have  a  reasonable  basis,   including  without
limitation,  data  contained in the Company's  records and other  available data
from  third  parties,   but  there  can  be  no  assurance  that  the  Company's
expectations,  beliefs  or  projections  will  result,  or  be  achieved,  or be
accomplished.  On October 20, 2003, Delek Corp., a Texas corporation, was merged
into The Havana Republic, Inc. Delek Corp. is an oil and gas exploration company
with its focus on combining proven undeveloped  properties and unproven low risk
properties,  as well as high risk high  reward low  expenditure  properties.  As
consideration  for the merger,  Delek Corp. or its designees  were issued twenty
seven million shares of restricted  common stock.  Management  believes that the
revenue that may be produced by Delek Corp. will eventually fund the Company. No
assurances can be made that such revenues shall occur.

CURRENT ASSETS

      CASH.  As of March 31, 2004,  the Company had $0.00 in cash as compared to
$0.00 in cash as of March 31, 2003 and June 30, 2003,  primarily due to the sale
of the  operating  business on November 15, 2002 and the focus of the Company on
exploration and drilling, neither of which has produced any revenues to date nor
incurred any operating expenses.

      INVENTORY.  As of March 31,  2004,  the Company had $0.00 in  inventory as
compared to $0.00 in inventory as of March 31, 2003 and June 30, 2003, primarily
due to the sale of the operating  business on November 15, 2002 and the focus of
the Company on  exploration  and  drilling,  neither of which has  produced  any
revenues to date nor incurred any operating expenses.

      PREPAID  EXPENSES AND OTHER  CURRENT  ASSETS.  As of March 31,  2004,  the
Company had $0.00 in prepaid  expenses and other  current  assets as compared to
$0.00 in prepaid expenses and other current assets as of March 31, 2003 and June
30, 2003,  primarily due to the sale of the  operating  business on November 15,

<PAGE>

2002 and the focus of the Company on exploration and drilling,  neither of which
has produced any revenues to date nor incurred any operating expenses.

      PROPERTY AND  EQUIPMENT.  As of March 31,  2004,  the Company had $0.00 in
property  and  equipment  as compared to $0.00 in property  and  equipment as of
March 31, 2003 and June 30,  2003,  primarily  due to the sale of the  operating
business on November  15, 2002 and the focus of the Company on  exploration  and
drilling,  neither of which has  produced  any revenues to date nor incurred any
operating expenses.

      TOTAL ASSETS. As of March 31, 2004, the Company had approximately $0.00 in
total current  assets as compared to $0.00 in total  current  assets as of March
31, 2003 and June 30, 2003,  primarily due to the sale of the operating business
on November 15, 2002 and the focus of the Company on  exploration  and drilling,
neither of which has produced  any  revenues to date nor incurred any  operating
expenses.

LIABILITIES

      CURRENT  LIABILITIES.  As of March  31,  2004,  the  Company  had $0.00 in
current  liabilities as compared to $0.00 in current liabilities as of March 31,
2003 and June 30, 2003,  primarily due to the sale of the operating  business on
November  15, 2002 and the focus of the  Company on  exploration  and  drilling,
neither of which has produced  any  revenues to date nor incurred any  operating
expenses.


<PAGE>

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation  of the  effectiveness  of the  design and  operation  of its
disclosure  controls and procedures  pursuant to Exchange Act Rule 13a-14.  This
evaluation  was done under the  supervision  and with the  participation  of the
Company's  Principal  Executive Officer and Principal  Financial Officer.  Based
upon that evaluation,  the Principal  Executive Officer and Principal  Financial
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective in gathering,  analyzing and disclosing  information needed to satisfy
the Company's disclosure obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

      There were no significant changes in the Company's internal controls or in
other  factors that could  significantly  affect those  controls  since the most
recent evaluation of such controls.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

      Not applicable

Item 2. Changes in Securities

      None.

Item 3. Defaults upon Senior Securities

      Not applicable

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

      None.

Item 5. Other Information

      Not applicable

Item 6. Exhibits and Reports on Form 8-K

      A. Exhibits:

      14.   Code of Ethics

      31.1  Certification of Chief Executive  Officer Pursuant to Section 302 of
            the Sarbanes-Oxley Act.

      31.2  Certification of Principal Financial and Accounting Officer Pursuant
            to Section 302 of the Sarbanes-Oxley Act.

      32.1  Certification of Chief Executive  Officer Pursuant to Section 906 of
            the Sarbanes-Oxley Act.

      32.2  Certification of Principal Financial and Accounting Officer Pursuant
            to Section 906 of the Sarbanes-Oxley Act.

<PAGE>

B. Reports of Form 8-K.

      No reports on Form 8-K were filed during the quarter ended March 31, 2004,
for which this report is filed.

                                    SIGNATURE

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, thereunto duly authorized.

                            THE HAVANA REPUBLIC, INC.
                                  (Registrant)

May 19, 2004           /s/ Leonard Sternheim
                       ---------------------
                       Leonard Sternheim,
                       Chief Executive Officer
                       (PRINCIPAL EXECUTIVE OFFICER)

May 19, 2004           /s/ Leonard Sternheim
                       ---------------------
                       Leonard Sternheim,
                       Chief Accounting Officer
                       (PRINCIPAL ACCOUNTING OFFICER)