<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                    For the Quarter Ended September 30, 2002

                        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                  (I.R.S. Employer
           incorporation or organization                  Identification No.)


           300 S.W. First Avenue, Suite 108, Ft. Lauderdale, FL 33301
              (Address and Zip Code of Principal Executive Offices)

                    Issuer's Telephone Number: (954) 525-6333

         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 [ ] No
[X]

     The number of shares outstanding of the registrant's Common Stock, par
value $.01 per share (the "Common Stock"), as of December 13, 2002, was
186,941,113.

     Transitional Small Business Disclosure Format:

     Yes _____ No    X
                   -----

<PAGE>

                            THE HAVANA REPUBLIC, INC.
                                      Index

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)
Consolidated condensed balance sheets at June 30, 2002 and September 30, 2002

Consolidated condensed statements of operations for the Three Months ended
September 30, 2001 and 2002

Consolidated condensed statements of cash flows for the Three Months ended
September 30, 2001 and 2002

Notes to consolidated condensed financial statements September 30, 2002

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

-----------

<PAGE>

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

September 30, 2002

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 three month periods ending September
30, 2002 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 - SUBSEQUENT EVENTS

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.

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

<PAGE>

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 Havana Republic, Inc., a Florida corporation (the "Company") was formed
on March 10, 1996. The Company is engaged in the business of owning and
operating upscale cigar emporiums devoted to the sale of premium cigars and
cigar related merchandise. The Company currently operates three emporiums which
are located in the Las Olas River Front in Fort Lauderdale, downtown South Miami
Florida and in the Desert Passage at the Aladdin Resort in Las Vegas, Nevada.
The Company also sells its cigars and accessories over the Internet.

     Premium cigars are generally defined according to three criteria: (i) the
cigars are made completely by hand; (ii) the cigars consist of longfiller
tobacco; and (iii) the cigars retail at a price range from $1 to more than $50
each. Handrolled cigars consist of three different categories of tobacco: (1)
the filler is the tobacco in the cigar; (2) the binder is the leaf that binds
the filler together; or (3) the wrapper is the tobacco leaf that wraps around
the rolled tobacco and finishes the cigar. A premium cigar uses only longfiller
tobacco, binders and wrappers that are composed solely of tobacco leaf.
Longfiller tobacco consists of half tobacco leaves rolled up, whereas
shortfiller tobacco consists of smaller pieces of tobacco, including the
portions of the longfiller tobacco which are cut and discarded in producing
premium cigars. The quality of a premium cigar is based on the quality of the
tobacco used for the filler, binder and wrapper. Cigars that are not premium
cigars typically use shortfiller, and may be wholly or partially manufactured by
machine. We also market a full line of premium cigars, which will be sold under
the brand name of Havana Republic.

Third Party Suppliers

     The Company is presently able to purchase premium cigars directly from all
major Manufacturers such as Padron, General Cigar, Altadis, Fuentes and Ashton,
and is not dependent upon any one supplier for cigars.

<PAGE>

Company Brand Cigars

     In 1997, the Company entered into a contract with Tabanica, a cigar
manufacturer in Nicaragua, for the purchase of 625,000 cigars. The purchase
price for the cigars was $616,000, all of which has been paid. The Company owns
a 50% equity interest in Tabanica. However, the Company does not control its
management or board of directors. Tabanica was to manufacture the cigars, and
box them for the Company in Nicaragua and deliver the cigars, F.O.B Miami,
Florida. The Company has recently been informed that Tabanica has filed for
bankruptcy protection in Nicaragua.

     The particular tobacco blend for each of the Company's cigars is formulated
from different tobaccos. The Company's premium cigars use longfiller tobacco
primarily from Nicaragua. The Company also obtains some tobacco from the
Dominican Republic for its blend.

Competition

     Competition affecting the Company's emporiums come from other retail
tobacco, cigar stores, liquor stores, convenience stores and mail order. The
Company believes that in fiscal 2002, the number of companies operating
emporiums in the South Florida market has decreased and that this is a nation
wide trend.

Government Regulation; Tobacco Industry Litigation; Taxes

     The tobacco industry is subject to regulation by federal, state and local
governments, and the recent trend has been toward increased regulation. Such
regulations include labeling requirements, limitations on advertising and
prohibition of sales to minors, laws restricting smoking in public places
including offices, office buildings, restaurants and other eating
establishments. Due to health concerns, the cigar industry could become subject
to increased regulation under federal and state health and safety regulations.

     In addition, cigars have been subject to excise taxation at the federal,
state and local level, and such taxation may increase in the future. Tobacco
products are especially likely to be subject to increases in excise taxation
because of the detrimental effects of tobacco on the health of both smokers and
others who inhale secondary smoke.

     Over the years, the federal excise tax rate on large cigars (weighing more
than three pounds per thousand cigars) was increased. Currently, the federal tax
is $33.25 per thousand cigars. The Company does not believe that the current
level of excise taxes will have a material adverse effect on the Company's
business, but there are no assurances that additional increases will not have a
material adverse effect on the Company's business.

     Cigars and pipe tobacco are also subject to certain state and local taxes.
Since 1964, the number of states that tax cigars has risen from six to
forty-one. State excise taxes generally range from 2% to 75% of the wholesale
purchase price.

     Cigar manufacturers, like other producers of tobacco products, are subject
to regulation in the U.S. at the federal, state and local levels. Together with
changing public attitudes toward smoking, a constant expansion of smoking
regulations since the early 1970s has been a major

<PAGE>

cause for the decline in consumption. Moreover, the trend is toward increased
regulation of the tobacco industry.

     In recent years, a variety of bills relating to tobacco issues have been
introduced in the Congress of the United States, including bills that would have
prohibited the advertising and promotion of all tobacco products and/or
restricted or eliminated the deductibility of such advertising expenses; set a
federal minimum age of 18 years for use of tobacco products; increased labeling
requirements on tobacco products to include, among other things, addiction
warnings and lists of additives and toxins; modified federal preemption of state
laws to allow state courts to hold tobacco manufacturers liable under common law
or state statutes; and shifted regulatory control of tobacco products and
advertisements from the Federal Trade Commission to the U.S. Food and Drug
Administration (the "FDA"). In addition, in recent years, there have been
proposals to increase tobacco excise taxes. In some cases, hearings were held,
but only one of these proposals was enacted, namely, that states, in order to
receive full funding for federal substance abuse block grants, establish a
minimum age of 18 years for the sale of tobacco products along with an
appropriate enforcement program. The law requires that states report on their
enforcement efforts. Future enactment of the other bills may have an adverse
effect on the sales or operations of the Company.

     In addition, the majority of states restrict or prohibit smoking in certain
public places and restrict the sale of tobacco products to minors. Such places
where the majority of states have prohibited smoking include: any public
building designated as nonsmoking; elevators; public transportation; educational
facilities; health care facilities; restaurants and workplaces.

     Local legislative and regulatory bodies have also increasingly moved to
curtail smoking by prohibiting smoking in certain buildings or areas or by
requiring designated "smoking" areas. In a few states, legislation has been
introduced, but has not passed, which would require all little cigars sold in
those states to be "firesafe" little cigars, i.e., cigars which extinguish
themselves if not continuously smoked. Passage of this type of legislation and
any other related legislation could have a materially adverse effect on the
Company's cigar business because of the technological difficulties in complying
with such legislation. There is currently an effort by the federal Consumer
Product Safety Commission to establish such standards for cigarettes. The
enabling legislation, as originally proposed, included little cigars. However,
little cigars were deleted due to the lack of information on fires caused by
these products.

     Federal law has required health warnings on cigarettes since 1965. In 2001,
federal law has required health warnings on cigars. California requires "clear
and reasonable" warnings to consumers who are exposed to chemicals known to the
state to cause cancer or reproductive toxicity, including tobacco smoke and
several of its constituent chemicals. Violations of this law, Proposition 65,
can result in a civil penalty not to exceed $2,500 per day for each violation.
Although similar legislation has been introduced in other states, no action has
been taken. Since 1988, most cigars sold in the United States carry cancer
warning labels.

     The FDA has proposed rules to regulate cigarettes and smokeless tobacco in
order to protect minors. Although the FDA has defined cigarettes in such a way
as to include little cigars, the ruling does not directly impact large cigars.
However, once the FDA has successfully exerted authority over any one tobacco
product, the practical impact would be felt by manufacturers of any tobacco
product. If the FDA is successful, this may have long-term repercussions on the
large cigar industry.

<PAGE>

     The federal Occupational Safety and Health Administration (OSHA) has
proposed an indoor air quality regulation covering the workplace that seeks to
eliminate nonsmoker exposure to environmental tobacco smoke. Under the proposed
regulation, smoking must be banned entirely from the workplace or restricted to
designated areas of the workplace that meet certain criteria. The proposed
regulation covers all indoor workplaces under OSHA jurisdiction, including, for
example, private residences used as workplaces, hotels and motels, private
offices, restaurants, bars and vehicles used as workplaces. The tobacco industry
is challenging the proposed OSHA regulation on legal, scientific and practical
grounds. It also contends that the proposed regulation ignores reasonable
alternatives. There is no guaranty, however, that this challenge will be
successful. Although the Company does not believe that the proposed OSHA
regulation would have a material adverse effect on the cigar industry or the
Company, there are no assurances that such regulation would not adversely impact
the Company, particularly the "club" sections of the Company's emporiums.

Asset Purchase Agreement

     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.

     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.

<PAGE>

                            THE HAVANA REPUBLIC, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                          September 30,        June 30,
                                                                                              2002              2002
                                                                                          -------------     --------------
                                                                                           (Unaudited)
<S>                                                                                       <C>               <C>
ASSETS

CURRENT ASSETS:

  Cash                                                                                    $     100,028     $       39,626
  Inventory                                                                                     357,406            370,636
  Prepaid expenses and other current assets                                                      11,221             11,300
                                                                                          -------------     --------------

    TOTAL CURRENT ASSETS                                                                        468,655            421,562

PROPERTY AND EQUIPMENT, at cost (Net of accumulated depreciation and
  amortization of $388,000 and $316,000, respectively)                                          749,364            780,363

OTHER ASSETS                                                                                        720                720
                                                                                          -------------     --------------

    TOTAL ASSETS                                                                          $   1,218,739     $    1,202,645
                                                                                          =============     ==============

LIABILITIES AND SHAREHOLDERS EQUITY

CURRENT LIABILITIES
  Short-term note payable                                                                 $     100,000     $            -
  Accounts payable and accrued expenses                                                         662,032            583,724
                                                                                          -------------     --------------

    TOTAL CURRENT LIABILITIES                                                                   762,032            583,724
                                                                                          -------------     --------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Preferred stock, no par value, authorized 5,000,000 shares
    Convertible preferred stock-Series A, authorized 2,500 shares: 135 shares issued
      and outstanding (aggregate liquidation preference of $182, 250)                           187,184            187,184

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

    Convertible preferred stock-Series C, authorized 100 shares:  89.38 shares issued
      and outstanding (aggregate liquidation preference $890,000)                               894,048            894,048

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

    Common stock, no par value, authorized 500,000,000 shares;
      issued and outstanding 85,569,913 shares and additional paid-in capital                 5,661,247          5,661,247

Accumulated deficit                                                                          (6,825,772)        (6,663,558)
                                                                                          -------------     --------------

  TOTAL SHAREHOLDERS' EQUITY                                                                    456,707            618,921
                                                                                          -------------     --------------

    TOTAL LIABILITIES AND
      SHAREHOLDERS EQUITY                                                                 $   1,218,739     $    1,202,645
                                                                                          =============     ==============
</TABLE>

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

<PAGE>

                              THE HAVANA REPUBLIC, INC.

                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                               AND ACCUMULATED DEFICIT

                                     (Unaudited)

<TABLE>
<CAPTION>
                                                                       For the three months ended,
                                                                              September 30
                                                                     -------------------------------
                                                                          2002            2001
                                                                     --------------   --------------
<S>                                                                  <C>              <C>
SALES                                                                $      205,398   $      257,010

COST OF SALES                                                                68,517          100,921
                                                                     --------------   --------------
  GROSS PROFIT                                                              136,881          156,089
                                                                     --------------   --------------

OPERATING EXPENSES
 Store expenses                                                             144,251           87,992
 General and administrative                                                 111,173          160,345
 Depreciation and amortization                                               31,000           33,730
 Professional fees                                                           15,910           12,551
                                                                     --------------   --------------
  TOTAL OPERATING EXPENSES                                                  302,334          294,618

    LOSS FROM OPERATIONS                                                   (165,453)        (138,529)

OTHER INCOME (EXPENSES)                                                       3,239                -
                                                                     --------------   --------------
      NET LOSS                                                             (162,214)        (138,529)

ACCUMULATED DEFICIT - beginning                                          (6,663,558)      (6,121,155)
                                                                     --------------   --------------

ACCUMULATED DEFICIT - ending                                         $   (6,825,772)  $   (6,259,684)
                                                                     ==============   ==============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                        $        (0.01)  $        (0.01)
                                                                     ==============   ==============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
  BASIC AND DILUTED                                                      63,075,000       53,862,768
                                                                     ==============   ==============
</TABLE>

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

<PAGE>

                            THE HAVANA REPUBLIC, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    For the three months ended
                                                                                           September 30
                                                                                ----------------------------------

                                                                                     2002               2001
                                                                                ---------------    ---------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                                        $      (162,214)   $      (138,529)

  Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
   Depreciation and amortization                                                         31,000             33,730
   Common stock issued in exchange for services                                               -             75,000
   (Increase)Decrease in:
     Inventory                                                                           13,230             69,972
     Prepaid expenses                                                                        78            (41,609)

   Increase (Decrease) in:
     Accounts payable and accrued expenses                                               78,308             14,608
                                                                                ---------------    ---------------

       NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              (39,598)            13,172
                                                                                ---------------    ---------------
CASH FLOWS FROM INVESTING ACTIVITIES                                                          -                  -
                                                                                ---------------    ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Borrowing from short-term note payable                                                100,000                  -
                                                                                ---------------    ---------------
                                                                                         60,402             13,172

Cash - Beginning of period                                                               39,626             69,695
                                                                                ---------------    ---------------
Cash - End of period                                                            $       100,028    $        82,867
                                                                                ===============    ===============
</TABLE>

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

<PAGE>


                      THREE MONTHS ENDED SEPTEMBER 30, 2002
                COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2001

Net Sales, Cost of Sales, Gross Profit

Sales. Sales decreased from $257,010 for the three-month period ended September
30, 2001 to $205,398 for the three-month period ended September 30, 2002, a
decrease of $51,612, 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.

Cost of sales. Cost of sales decreased from $100,921 for the three months ended
September 30, 2001 to $68,517 for the three months ended September 30, 2002, a
decrease of $32,404, primarily due to the decrease in revenues offset marginally
by the adjusted gross profit attributable to the Las Vegas emporium.

Gross Profit. Gross profit decreased from $156,089 for the three months ended
September 30, 2001 to $136,881 for the three months ended September 30, 2002, a
decrease of $19,928, 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.

Operating Expenses

Store Expenses. Store expenses, which include marketing and advertising
expenses, rent and salary costs, increased from $87,992 for the three months
ended September 30, 2001 to $144,251 for the three months ended September 30,
2002, an increase of $56,259.

General and administrative expenses. General and administrative expenses, which
includes administrative salaries, travel and entertainment, insurance and other
expenses, decreased from $160,345 for the three months ended September 30, 2001
to $111,173 for the three months ended September 30, 2002, a decrease of
$49,172, primarily as a consequence of lower general and administrative expenses
resulting from no new store openings.

Net Loss. Net loss increased from a net loss of ($138,529) for the three months
ended September 30, 2001 to net loss of ($162,453) for the three months ended
September 30, 2002, a loss of $23,924, primarily 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.

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 September 30, 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

<PAGE>

from operating cash flow. Subsequently, on November 1, 2002, the Company
divested itself of all assets and liabilities.

Current Assets

Cash. Cash increased from $39,626 at June 30, 2002 to $100,028 at September 30,
2002, an increase of $60,402, primarily due to the funding from the short-term
note.

Inventories. Inventories decreased from $370,636 at June 30, 2002 to $357,406 at
September 30, 2002, a decrease of $13,230, primarily as a result of the decrease
in inventory that the Company was able to maintain.

Prepaid expenses and other current assets. Prepaid expenses and other current
assets did not significantly change from June 30, 2002.

Property and equipment. Furniture and equipment decreased from $780,363 at June
30, 2002 to $749,364 at September 30, 2002, resulting from depreciation for the
three month period of $30,999.

Total assets. Total assets increased from $1,202,645 at June 30, 2002 to
$1,218,739 at September 30, 2002, an increase of $16,094.

Liabilities

Current Liabilities. Current liabilities increased from $583,724 at June 30,
2002, to $762,032 at September 30, 2002, an increase of $178,308.

<PAGE>

                            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 allege 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

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

Item 3. Defaults Upon Senior Securities
     Not applicable

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

     During the second quarter of the Company's 2003 fiscal year, by written
consent of the holders of the majority of the outstanding voting capital stock
of the Company on October 3, 2002, in lieu of a special meeting of the
shareholders, the following actions were approved; (a) the sale by the Company
of substantially all of the HVAR's assets to a limited liability company, Havana
Republic of Florida, Inc. (with the name subsequently changed to Havana Republic
Holding Company) formed by Stephen Schatzman, our only current executive officer
and director, in exchange for the assumption by Havana Republic Holding Company
of the Company's liabilities, such transaction anticipated to be effective in
November, 2002; (b) the removal of Alex Gimelstein as a director of the Company
and the appointment of S. Michael Rudolph, an independent director; (c) the
increase of the authorized number of shares of Common Stock of the Company from
200,000,000 to 500,000,000 to be effective in November, 2002; and (d) permitting
a holder of the Series A Convertible Preferred Stock to convert his holdings of
Series A Convertible Preferred Stock into greater than 9.9% of the outstanding
capital stock of the Company.

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.

<PAGE>

   B. Reports on Form 8-K

     A report on Form 8-K was filed with the Commission on December 13, 2002. On
December 9, 2002, the Company engaged Jewett, Schwartz & Associates to act as
the Company's independent certified public accountant. Jewett, Schwartz &
Associates replaced Goldstein Golub Kessler LLP. There have been no
disagreements with Goldstein Golub Kessler LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure or any reportable events.

<PAGE>

                                    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. AND SUBSIDIARIES


Dated: December 13, 2002                    /s/ Stephen Schatzman
                                            ---------------------------
                                            Stephen Schatzman,
                                            Director

<PAGE>

                                 Exhibit Index

Exhibit Number                Description

99.1                          Certification of the Director of the Company