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 DECEMBER 31, 2003

                            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 [ ]



<PAGE>


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

As of February 18, 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
December 31, 2003 are not necessarily indicative of the results that can be
expected for the year ended June 30, 2004.


<PAGE>

THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET

DECEMBER 31, 2003


<TABLE>
<CAPTION>
<S>                                                                                       <C>
                                        ASSETS
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 auditor's report and notes to financial statements

                                      -3-

<PAGE>

THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

AND ACCUMULATED DEFICIT

(UNAUDITED)

<TABLE>
<CAPTION>
                                                         FOR THE SIX MONTHS ENDED                FOR THE THREE MONTHS ENDED
                                                   ------------------------------------     --------------------------------------
                                                   DECEMBER 31, 2003  DECEMBER 31, 2002     DECEMBER 31, 2003    DECEMBER 31, 2002
                                                   -----------------  -----------------     -----------------    -----------------
<S>                                                  <C>                  <C>                  <C>                 <C>
SALES                                                $         --         $    299,453         $         --        $     94,055

COST OF SALES                                                  --              124,166                   --              55,649
                                                     ------------         ------------         ------------        ------------

GROSS PROFIT                                                   --              175,287                   --              38,406

OPERATING EXPENSES
Store expenses                                                 --              197,533                   --              53,282
General and administrative                                     --              169,639                   --              58,466
Depreciation and amortization                                  --               46,500                   --              15,500
Professional fees                                              --               26,410                   --              10,500
                                                     ------------         ------------         ------------        ------------

TOTAL OPERATING EXPENSES                                       --              440,082                   --             137,748
                                                     ------------         ------------         ------------        ------------

NET LOSS FROM OPERATIONS                                       --             (264,795)                  --             (99,342)

OTHER INCOME (EXPENSE)
Loss on disposition of assets and liabilities                  --             (355,342)                  --            (355,342)
Other income (expense)                                         --                1,216                   --              (2,023)
                                                     ------------         ------------         ------------        ------------

NET LOSS                                                       --             (618,921)        $         --        $   (456,707)

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

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

NET LOSS PER COMMON SHARE--BASIC AND DILUTED         $         --         $     (29.07)        $         --        $         --
                                                     ------------         ------------         ------------        ------------

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING--BASIC AND DILUTED (SEE NOTE B)            11,484,707              250,487           21,846,707             210,250
</TABLE>

See accompanying auditor's report and notes to financial statements

                                      -4-

<PAGE>

THE HAVANA REPUBLIC, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

<TABLE>
<CAPTION>
                                                     FOR THE SIX MONTHS ENDED DECEMBER 31
                                                     ------------------------------------
                                                          2003                  2002
                                                     --------------        --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                  <C>                   <C>
Net loss                                             $           --        $     (618,921)

Adjustments to reconcile net loss to net cash
provided by sed in) operating activit  s:
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                     $   12,150,000        $           --
                                                     ==============        ==============
</TABLE>

See accompanying auditor's report and notes to financial statements

                                      -5-
<PAGE>


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

                                December 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 six month period ending December 31,
2003 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.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has recently issued several new
accounting pronouncements which may apply to the Company.

Statement No. 141 "Business Combinations" establishes revised standards for
accounting for business combinations. Specifically, the statement eliminates the
pooling method, provides new guidance for recognizing intangible assets arising
in a business combination, and calls for disclosure of considerably more
information about a business combination. This statement is effective for
business combinations initiated on or after July 1, 2001. The adoption of this
pronouncement on July 1, 2001 did not have a material effect on the Company's
financial position, results of operations or liquidity.

Statement No. 142 "Goodwill and Other Intangible Assets" provides new guidance
concerning the accounting for the acquisition of intangibles, except those
acquired in a business combination, which is subject to SFAS 141, and the manner
in which intangibles and goodwill should be accounted for subsequent to their
initial recognition. Generally, intangible assets with indefinite lives, and
goodwill, are no longer amortized; they are carried at lower of cost or market
and subject to annual impairment evaluation, or interim impairment evaluation if
an interim triggering event occurs, using a new fair market value method.
Intangible assets with finite lives are amortized over those lives, with no
stipulated maximum, and an impairment test is performed only when a triggering
event occurs. This statement is effective for all fiscal years beginning after
December 15, 2001. The adoption of SFAS 142 on January 1, 2002 did not have a
material effect on the Company's financial position, results of operations or
liquidity.

<PAGE>

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.

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 - SUBSEQUENT EVENTS

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)
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.

<PAGE>

            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 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.


<PAGE>

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                COMPARISON OF SIX MONTHS ENDED DECEMBER 31, 2003
                      TO SIX MONTHS ENDED DECEMBER 31, 2002


GROSS REVENUES AND COSTS OF OPERATIONS

NET SALES, COST OF SALES, GROSS PROFIT

SALES. Sales decreased from $299,453 for the six-month period ended December 31,
2002 to none for the six-month period ended December 31, 2003. 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 December 31, 2003.

COST OF SALES. Cost of sales decreased from $124,166 for the six months ended
December 31, 2002 to none for the six months ended December 31, 2003. 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 December 31, 2003.

GROSS PROFIT. Gross profit decreased from $175,287 for the six months ended
December 31, 2002 to none for the six months ended December 31, 2003. 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 December 31, 2003.

OPERATING EXPENSES

STORE EXPENSES. Store expenses, which include marketing and advertising
expenses, rent and salary costs, decreased from $197,533 for the six months
ended December 31, 2002 to none for the six months ended December 31, 2003. 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 December 31, 2003.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses, which
include administrative salaries, travel and entertainment, insurance and other
expenses, decreased from $169,639 for the six months ended December 31, 2002 to
none for the six months ended December 31, 2003. 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 December 31, 2003.

NET LOSS. Net loss increased from a net loss of ($618,921) for the six months
ended December 31, 2002 to no net loss for the six months ended December 31,
2003. 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 December 31, 2003.


<PAGE>

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 2003
                     TO THREE MONTHS ENDED DECEMBER 31, 2002


GROSS REVENUES AND COSTS OF OPERATIONS

NET SALES, COST OF SALES, GROSS PROFIT

SALES. Sales decreased from $94,055 for the three-month period ended December
31, 2002 to none for the three-month period ended December 31, 2003. 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 December 31, 2003.


COST OF SALES. Cost of sales decreased from $55,649 for the three months ended
December 31, 2002 to none for the three months ended December 31, 2003. 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 December 31, 2003.


GROSS PROFIT. Gross profit decreased from $38,406 for the three months ended
December 31, 2002 to none for the three months ended December 31, 2003. 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 December 31, 2003.


OPERATING EXPENSES

STORE EXPENSES. Store expenses, which include marketing and advertising
expenses, rent and salary costs, decreased from $53,282 for the three months
ended December 31, 2002 to none for the three months ended December 31, 2003.
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 December 31, 2003.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses, which
include administrative salaries, travel and entertainment, insurance and other
expenses, decreased from $58,466 for the three months ended December 31, 2002 to
none for the three months ended December 31, 2003. 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 December 31, 2003.

<PAGE>

NET LOSS. Net loss increased from a net loss of ($456,707) for the three months
ended December 31, 2002 to no net loss for the three months ended December 31,
2003. 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 December 31, 2003.

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 December 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. 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 December 31, 2003, the Company had $0.00 in cash as compared to
$0.00 in cash as of December 31, 2002 and June 30, 2003, primarily due to the
sale of the operating business on November 15, 2002.

INVENTORY. As of December 31, 2003, the Company had $0.00 in inventory as
compared to $0.00 in inventory as of December 31, 2002 and June 30, 2003,
primarily due to the sale of the operating business on November 15, 2002.

PREPAID EXPENSES AND OTHER CURRENT ASSETS. As of December 31, 2003, 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 December 31, 2002 and June 30,
2003, primarily due to the sale of the operating business on November 15, 2002.

<PAGE>

PROPERTY AND EQUIPMENT. As of December 31, 2003, the Company had $0.00 in
property and equipment as compared to $0.00 in property and equipment as of
December 31, 2002 and June 30, 2003, primarily due to the sale of the operating
business on November 15, 2002.

TOTAL ASSETS. As of December 31, 2003, the Company had approximately $0.00 in
total current assets as compared to $0.00 in total current assets as of December
31, 2002 and June 30, 2003, primarily due to the sale of the operating business
on November 15, 2002.

LIABILITIES

CURRENT LIABILITIES. As of December 31, 2003, the Company had $0.00 in current
liabilities as compared to $0.00 in current liabilities as of December 31, 2002
and June 30, 2003, primarily due to the sale of the operating business on
November 15, 2002.


<PAGE>


ITEM 3.   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure controls and procedures. Our chief
executive officer and principal financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a
date (the "Evaluation Date") within 90 days before the filing date of this
quarterly report, has concluded that as of the Evaluation Date, our disclosure
controls and procedures were adequate and designed to ensure that material
information relating to our consolidated subsidiaries and us would be made known
to him by others within those entities.

         (b) Changes in internal controls. There were no significant changes in
our internal controls or to our knowledge, in other factors that could
significantly affect our disclosure controls and procedures subsequent to the
Evaluation Date.

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:

         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.

<PAGE>


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

B. Reports of Form 8-K.

            On October 21, 2003, the Company announced that Delek Corp., a Texas
corporation, was merged into the Company.

            On December 19, 2003, the Company published the financial statements
required as a consequence of the merger of Delek Corp. into the Company.




                                    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)

                                        By: /S/ LEONARD STERNHEIM
                                            ----------------------------------
                                            Leonard Sternheim, Sole Director
                                            President, Chief Accounting Officer
                                            Date:  February 18, 2004