##### Table of Contents

---





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 Quarter Ended March 31, 2003



Commission File Number: 333-40799





THE HAVANA REPUBLIC, INC.

(name of small business issuer as specified in its charter)





|Florida                                                       |  | 84-1346897                          
|------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization |  | (I.R.S. Employer Identification No.)





1224 Washington Avenue, Miami Beach, FL 33139

(Address and Zip Code of Principal Executive Offices)



Issuers Telephone Number: (305) 866-3360





Securities Registered Under Section 12(b) of the Exchange Act:



None



Securities Registered Under Section 12(g) of the Exchange
Act:



Common Stock, no par value.



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 ̈



The number of shares outstanding of the
registrants Common Stock, par value $.01 per share (the Common Stock), as of March 31, 2003, was 186,941,113.



Transitional Small Business Disclosure Format:



Yes ̈No  x





---



---

##### Table of Contents



THE HAVANA
REPUBLIC, INC.

Index



|PART I.    FINANCIAL INFORMATION                                                                  |  | 
|------------------------------------------------------------------------------------------------- |  | 
|                                                                                                 
|Item 1. Financial Statements (unaudited)                                                          |  | 
|                                                                                                 
|Consolidated condensed balance sheets at June 30, 2002 and March 31, 2003                         |  | 
|                                                                                                 
|Consolidated condensed statements of operations for the Nine Months ended March 31, 2002 and 2003 |  | 
|                                                                                                 
|Consolidated condensed statements of cash flows for the Nine Months ended March 31, 2002 and 2003 |  | 
|                                                                                                 
|Notes to consolidated condensed financial statements March 31, 2003                               |  | 
|                                                                                                 
|Item 2. Managements Discussion and Analysis of Financial Conditions and Results of Operations    |  | 
|                                                                                                 
|PART II    OTHER INFORMATION                                                                      |  | 
|                                                                                                 
|Item 1. Legal Proceedings                                                                         |  | 
|Item 2. Changes in Securities                                                                     |  | 
|Item 3. Defaults Upon Senior Securities                                                           |  | 
|Item 4. Submission of Matters to a Vote of Security Holders                                       |  | 
|Item 5. Other Information                                                                         |  | 
|Item 6. Exhibits and Reports on Form 8-K                                                          |  | 
|                                                                                                 
|Signatures                                                                                        |  | 



---

##### Table of Contents

THE HAVANA REPUBLIC, INC.



CONSOLIDATED CONDENSED BALANCE SHEETS



|                                                                                                                                                  |  | March 31 2003 |           | June 30 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | ------------ | -
|                                                                                                                                                  |  | (Unaudited)   |           |              |  
|ASSETS                                                                                                                                            |  |               |           |              |  
|                                                                                                                                                 
|CURRENT ASSETS                                                                                                                                    |  |               |           |              |  
|Cash                                                                                                                                              |  | $             |          |              | $
|Inventories                                                                                                                                       |  |               |          |              |  
|Prepaid and Other Current Assets                                                                                                                  |  |               |          |              |  
|                                                                                                                                                  |  |               |           |              |  
|                                                                                                                                                 
|TOTAL CURRENT ASSETS                                                                                                                              |  |               |          |              |  
|                                                                                                                                                 
|PROPERTY AND EQUIPMENT, at cost (Net of accumulated depreciation and amortization of $ 0 and $316,000, respectively                               |  |               |          |              |  
|                                                                                                                                                 
|OTHER ASSETS                                                                                                                                      |  |               |          |              |  
|                                                                                                                                                  |  |               |           |              |  
|                                                                                                                                                 
|TOTAL ASSETS                                                                                                                                      |  | $             |          |              | $
|                                                                                                                                                  |  |               |           |              |  
|                                                                                                                                                 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                              |  |               |           |              |  
|                                                                                                                                                 
|LIABILITIES                                                                                                                                       |  |               |           |              |  
|                                                                                                                                                 
|CURRENT LIABILITIES                                                                                                                               |  |               |           |              |  
|Short-term note payable                                                                                                                           |  | $             |          |              | $
|Accounts payable and accrued expenses                                                                                                             |  |               |          |              |  
|                                                                                                                                                  |  |               |           |              |  
|                                                                                                                                                 
|TOTAL 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: 149
shares issued and outstanding (aggregate liquidation preference of $182,250) |  |               | 187,184   |              |  
|                                                                                                                                                 
|Preferred stock  Series B, authorized 500,000 shares: 200,000 shares
issued and outstanding (aggregate liquidation preference of $100,000)       |  |               | 40,000    |              |  
|                                                                                                                                                 
|Convertible preferred stock  Series C, authorized 100 shares: 21.1
shares issued and outstanding (aggregate liquidation preference $210,000)     |  |               | 894,048   |              |  
|                                                                                                                                                 
|Convertible preferred stock  Series D, authorized 50 shares: 50 shares
issued and outstanding (aggregate liquidation preference $500,000)        |  |               | 500,000   |              |  
|                                                                                                                                                 
|Common stock, authorized 500,000,000 shares: 186,941,113 shares issued and outstanding and additional paid-in capital                             |  |               | 5,661,247 |              |  
|                                                                                                                                                 
|Accumulated deficit                                                                                                                               |  |               | 7,282,479 |              |  
|                                                                                                                                                  |  |               |           |              |  
|                                                                                                                                                 
|TOTAL SHAREHOLDERS EQUITY                                                                                                                        |  |               |          |              |  
|                                                                                                                                                  |  |               |           |              |  
|                                                                                                                                                 
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                         |  | $             |          |              | $
|                                                                                                                                                  |  |               |           |              |  



The accompanying notes
are an integral part of these consolidated financial statements.



---

##### Table of Contents

THE HAVANA REPUBLIC, INC.



CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

AND ACCUMULATED DEFICIT

(Unaudited)



|                                                                  |  | For the nine months ended |            |   | For the three months ended |  
|----------------------------------------------------------------- |  | ------------------------- | ---------- | - | -------------------------- | -
|                                                                  |  | March 31 2003             |            |   | March 31 2002              |  
|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 |  |                           | 75,146,000 |   |                            |  
|                                                                  |  |                           |            |   |                            |  



The accompanying notes
are an integral part of these consolidated financial statements.



---

##### Table of Contents

THE HAVANA REPUBLIC, INC.



CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS



(Unaudited)



|                                                                                          |  | For the nine months ended March 31 |         
|----------------------------------------------------------------------------------------- |  | ---------------------------------- | --------
|                                                                                          |  | 2003                               |         
|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 liabities                                                       |  |                                    | 68,155  
|(Increase) Decrease in:                                                                   |  |                                    |         
|Inventory                                                                                 |  |                                    | 34,916  
|Prepaid expenses                                                                          |  |                                    | 10,000  
|Other                                                                                     |  |                                    |        
|Increase (Decrease) in :                                                                  |  |                                    |         
|Accounts payable and accrued expenses                                                     |  |                                    | 44,724  
|                                                                                          |  |                                    |         
|NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                       |  |                                    | (414,626
|                                                                                          |  |                                    |         
|CASH FLOWS FROM INVESTING ACTIVITIES                                                      |  |                                    |        
|                                                                                          |  |                                    |         
|CASH FLOWS FROM FINANCING ACTIVITIES                                                      |  |                                    |         
|                                                                                          |  |                                    |         
|Borrowing from short-term note payable                                                    |  |                                    | 375,000 
|                                                                                          |  |                                    | (39,626 
|Cash  Beginning of period                                                                |  |                                    | 39,626  
|                                                                                          |  |                                    |         
|Cash  End of period                                                                      |  | $                                  |        
|                                                                                          |  |                                    |         
|NONCASH INVESTING AND FINANCING ACTIVITIES                                                |  |                                    |         
|Issuance of common stock for services                                                     |  | $                                  |        
|Conversion of preferred stock                                                             |  | $                                  |        



The accompanying notes are an integral part of these consolidated financial statements.



---

##### Table of Contents



THE HAVANA REPUBLIC, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



March 31, 2003



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, 2003 are not necessarily indicative of the results that may be expected for the year ending June 30, 2003. 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, 2002.



NOTE B  STOCKHOLDERS EQUITY



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





NOTE C  SUBSEQUENT EVENTS



In 2002, the Company was unable to raise the required capital to continue its
business in present 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 whereby an entity (the Buyer) formed by
Stephen Schatzman, a director 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 agreement further
provided that, at closing, certain Investors agree 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. In addition, the agreement provided that Mr. Schatzman would transfer his right, title and interest in his Series B Preferred Stock to the Investors. The liquidation
preference of these shares is $50,000 and has a carrying value of $20,000. The transaction closed on November 15, 2002.



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



---

##### Table of Contents



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.



---

##### Table of Contents



Forward-Looking Statements



The following discussion contains, in addition to historical
information, forward-looking statements regarding The Havana Republic, Inc. (the Company or HVAR), that involve risks and uncertainties. The Companys actual results could differ materially. For this purpose, any
statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as may, will, expect,
believe, anticipate, intend, could, estimate, or continue or the negative or other variations thereof or comparable terminology are intended to identify forward-looking
statements. Factors that could cause or contribute to such difference include, but not limited to, history of operating losses and accumulated deficit; possible need for additional financing; competition; dependence on management; risks related to
proprietary rights; government regulation; and other factors discussed in this report and the Companys other filings with the Securities and Exchange Commission.



ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



General Development of Business.



The following is a description of the current operations of the Company.



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 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.



Asset Purchase Agreement



In 2002, the Company was unable to raise the required capital to continue its business in present 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 whereby an entity (the Buyer) formed by Stephen Schatzman, a director 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 agreement further provided that, at closing, certain Investors agree 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



---

##### Table of Contents



Buyer. In addition, the
agreement provided that Mr. Schatzman would transfer his right, title and interest in his Series B Preferred Stock to the Investors. The liquidation preference of these shares is $50,000 and has a carrying value of $20,000. The transaction closed on
November 15, 2002.



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.



---

##### Table of Contents



NINE MONTHS
ENDED MARCH 31, 2003

COMPARED TO NINE MONTHS ENDED MARCH 31, 2002



Net Sales, Cost of Sales, Gross Profit



Sales.    Sales decreased from
$752,825 for the nine month period ended March 31, 2002 to $299,453 for the six-month period ended March 31, 2003, a decrease of $453,372, primarily due to decrease in revenue as a consequence of lower retail sales following the reduction in
tourism and the resulting retail sales to tourists following September 11, 2001 and the economic downturn. This amount reflects the results until November 15, 2002, when, at such time, the Company divested itself of all assets and
liabilities. Consequently, there were no net sales, cost of sales or gross profit to report for the period of November 15, 2002 to March 31, 2003.



Cost of sales.    Cost of sales decreased from $335,480 for the nine months ended March 31, 2002 to
$124,166 for the nine months ended March 31, 2003, a decrease of $211,314, primarily due to the decrease in revenues offset marginally by the adjusted gross profit attributable to the Las Vegas emporium. This amount reflects the results until
November 15, 2002, when, at such time, the Company divested itself of all assets and liabilities. Consequently, there were no net sales, cost of sales or gross profit to report for the period of November 15, 2002 to March 31, 2003.



Gross
Profit.    Gross profit decreased from $417,345 for the nine months ended March 31, 2002 to $175,287 for the nine months ended March 31, 2003, a decrease of $242,058, primarily due to decrease in revenue as a
consequence of lower retail sales following the reduction in tourism and the resulting retail sales to tourists following September 11, 2001 and the economic downturn and offset marginally by the adjusted gross profit attributable to the Las Vegas
emporium. This amount reflects the results until November 15, 2002, when, at such time, the Company divested itself of all assets and liabilities. Consequently, there were no net sales, cost of sales or gross profit to report for the period of
November 15, 2002 to March 31, 2003.



Operating
Expenses



Store
Expenses.    Store expenses, which include marketing and advertising expenses, rent and salary costs, decreased from $281,209 for the nine months ended March 31, 2002 to $197,533 for the nine months ended March 31, 2003,
an decrease of approximately $83,676. This amount reflects the results until November 15, 2002, when, at such time, the Company divested itself of all assets and liabilities. Consequently, there were no operating expenses to report for the period of
November 15, 2002 to March 31, 2003.



General and administrative expenses.    General and administrative expenses, which includes administrative salaries, travel and entertainment, insurance and other expenses, decreased from $395,989 for the
nine months ended March 31, 2002 to $169,639 for the nine months ended March 31, 2003, a decrease of $226,350. This amount reflects the results until November 15, 2002, when, at such time, the Company divested itself of all assets and
liabilities. Consequently, there were no operating expenses to report for the period of November 15, 2002 to March 31, 2003.



Net Loss.    Net loss decreased from a net loss of ($394,955) for the nine months ended March 31, 2002 to
net loss of ($264,795) for the nine months ended March 31, 2003, a reduction in the net loss of $130,160. This amount reflects the results until November 15, 2002, when, at such time,



---

##### Table of Contents



the Company divested itself of
all assets and liabilities. Consequently, there were no operating expenses to report for the period of November 15, 2002 to March 31, 2003.





THREE MONTHS ENDED MARCH 31, 2003

COMPARED TO THREE MONTHS ENDED MARCH 31, 2002



Net Sales, Cost of Sales, Gross Profit



Sales.    Sales decreased from $241,595 for the three-month period ended March 31, 2002 to none for the three-month period
ended March 31, 2003. This amount reflects the results until November 15, 2002, when, at such time, the Company divested itself of all assets and liabilities. Consequently, there were no net sales, cost of sales or gross profit to report for the
period of November 15, 2002 to March 31, 2003.



Cost of
sales.    Cost of sales decreased from $108,832 for the three months ended March 31, 2002 to none for the three months ended March 31, 2003. This amount reflects the results until November 15, 2002, when, at such time, the
Company divested itself of all assets and liabilities. Consequently, there were no net sales, cost of sales or gross profit to report for the period of November 15, 2002 to March 31, 2003.



Gross Profit.    Gross profit decreased from $132,763 for the three months ended March 31, 2002 to
none for the three months ended March 31, 2003. This amount reflects the results until November 15, 2002, when, at such time, the Company divested itself of all assets and liabilities. Consequently, there were no net sales, cost of sales or gross
profit to report for the period of November 15, 2002 to March 31, 2003.



Operating Expenses



Store
Expenses.    Store expenses, which include marketing and advertising expenses, rent and salary costs, decreased from $89,893 for the three months ended March 31, 2002 to none for the three months ended March 31, 2003. This
amount reflects the results until November 15, 2002, when, at such time, the Company divested itself of all assets and liabilities. Consequently, there were no operating expenses to report for the period of November 15, 2002 to March 31, 2003.



General and administrative
expenses.    General and administrative expenses, which includes administrative salaries, travel and entertainment, insurance and other expenses, decreased from $126,642 for the three months ended March 31, 2002 to none for
the three months ended March 31, 2003. This amount reflects the results until November 15, 2002, when, at such time, the Company divested itself of all assets and liabilities. Consequently, there were no operating expenses to report for the period
of November 15, 2002 to March 31, 2003.



Net
Loss.    Net loss increased from a net loss of ($110,741) for the three months ended March 31, 2002 to no net loss for the three months ended March 31, 2003. This amount reflects the results until November 15, 2002, when, at
such time, the Company divested itself of all assets and liabilities. Consequently, there were no operating expenses to report for the period of November 15, 2002 to March 31, 2003.



---

##### Table of Contents



Liquidity and Capital
Resources.    Since its inception, the Company has continued to sustain losses. The Companys operations and growth has been funded by the sale of Common Stock, Preferred Stock and Convertible Debentures. For the
period ending March 31, 2003 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. The Company has financed its operations and other working
capital requirements principally from operating cash flow. 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 our operations until we receive revenues and/or Leonard Sternheim has the financial
means to finance such operations. Our expectations, beliefs and projections are expressed in good faith and are believed by us to have a reasonable basis, including without limitation, data contained in our records and other available data from
third parties, but there can be no assurance that our expectations, beliefs or projections will result, or be achieved, or be accomplished.



Current Assets



Cash.    Cash decreased from $39,626 at June 30, 2002 to $0.00 at March 31, 2003, an decrease of $39,626, primarily due to the
divesture by the Company of all assets and liabilities.



Inventories.    Inventories decreased from $370,636 at June 30, 2002 to $0.00 at March 31, 2003, a decrease of $370,636, primarily due to the divesture by the Company of all assets and liabilities.



Prepaid expenses and other current
assets.    Prepaid expenses and other current assets decreased from $11,300 at June 30, 2002 to $0.00 at March 31, 2003, a decrease of $11,300, primarily due to the divesture by the Company of all assets and liabilities.



Property and
equipment.    Furniture and equipment decreased from $780,363 at June 30, 2002 to $0.00 at March 31, 2003, a decrease of $780,363, primarily due to the divesture by the Company of all assets and liabilities.



Total assets.    Total assets decreased from
$1,202,645 at June 30, 2002 to $0.00 at March 31, 2003, a decrease of $1,202,645, primarily due to the divesture by the Company of all assets and liabilities.



Liabilities



Current Liabilities.    Current liabilities decreased from $583,724 at June 30, 2002, to $0.00 at March 31, 2003, a decrease of
$583,724, primarily due to the divesture by the Company of all assets and liabilities.



Item 3.    Controls and Procedures



(a)    Evaluation of disclosure controls and procedures.



Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers)



---

##### Table of Contents



maintain a system of
disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of
management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this
report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings
with the Securities and Exchange Commission.



(b)    Changes in internal controls.



Our Certifying Officers have indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.



---

##### Table of Contents



PART II    OTHER INFORMATION



Item 1.    Legal Proceedings



The Company was named in a complaint by the Babco Construction Company regarding alleged outstanding obligations concerning the construction of the Las Vegas emporium. Babco Construction Company alleges damages of
approximately $42,000. The Company denies Babco Construction Companys allegations, has counter-sued and intends to vigorously defend this action or, in the alternative, settle the matter.



There are no other material legal proceedings that are
currently pending or, to the Companys knowledge, contemplated against the Company to which it is a party.



Item 2.    Changes in Securities



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:



99.1

Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act
of 2002.




B.  Reports on Form 8-K

None.



---

##### Table of Contents



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.



|                    
|--------------------
|Dated:  May 19, 2003
|                    



---

##### Table of Contents



EXHIBIT
INDEX



|Exhibit Number |  | Exhibit Description                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|              
|99.1           |  | Certification Pursuant to 18 USC Section 1350, as Adopted Pursuant to
Section 302 and 906 of the Sarbanes-Oxley Act of 2002.