U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2004

[ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                        COMMISSION FILE NUMBER 000-29977

                               HAVEN HOLDING, INC.
                 (Name of small business issuer in its charter)

                                     FLORIDA
                         (State or other jurisdiction of
                         incorporation or organization)

                                   65-0965539
                      (I.R.S. Employer Identification No.)

                               75 Inlet View Path
                                 East Moriches, NY 11940
                    (Address of principal executive offices)

                                      11940
                                   (Zip Code)

                    Issuer's telephone number: (631) 878-5694
                        --------------------------------
Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:
  Common Stock  $.001 Par Value
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 [ ] No
[X].

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-K. Yes [x] No [ ].

State issuer's revenues for its most recent fiscal year. $0

As of October 4, 2004, there were 3,000,000 shares of common stock outstanding.
There were no sales of equity stock to non-affiliates.

Traditional Small Business Disclosure Format (check one) Yes|_|. No|X|.

DOCUMENTS INCORPORATED BY REFERENCE
None.

<PAGE>

                                TABLE OF CONTENTS


Part I   ....................................................................2

Item 1 - Description of business ............................................2

Item 2 - Description of Property.............................................2

Item 3 - Legal Proceedings...................................................2

Item 4 - Submission of Matters to a Vote of Security Holders.................3

Part II   ...................................................................3

Item 5 - Market for Common Equity, Related Stockholder Matters Small Business
Issuer Purchases of Equity Securities........................................4

Item 6 - Management's Discussion and Analysis or Plan of
Operation....................................................................4

Item 7 - Financial Statements................................................5

Item 8 - Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.....................................................6

Item 8a - Controls and Procedures............................................6

Part III

Item 9 - Directors and Executive Officers of the Registrant .................6

Item 10 - Executive Compensation ............................................7

Item 11 - Security Ownership of Certain Beneficial Owners and Management
And Related Stockholder Matters..............................................7

Item 12 - Certain Relationships and Related Transactions  ...................8

Item 13 - Exhibits, Lists and Reports on Form 8-K ...........................8

Item 14 - Principal Accountant Fees and Services ............................8

Signatures

                                        1

<PAGE>

PART I

Item 1.  Description of Business

Haven Holding, Inc. was incorporated in the State of Florida on October 28, 1999
for the purpose of engaging in any lawful activity. The Company became a
registered public company on May 16, 2000. At present the Company can be defined
as a "shell" company whose sole purpose is to locate and consummate a merger or
acquisition with a private company. Its officers and directors allocate a
portion of their time to the activities of the Company without compensation. The
Company has minimal capital, operating costs limited to legal, accounting, and
reporting-related fees, and does not expect to make any acquisitions of
property. The Company's purpose is to acquire an interest in a business desiring
to take advantage of the perceived benefit inherent to an Exchange Act
registered corporation. The Company's search is ongoing and is not restricted to
any specific business, industry, or geographic location.

The Company has no business and does not provide any services.

BUSINESS CONDITION

The Company has an accumulated deficit as of February 29, 2004 and February 28,
2003 of $5,287 and $5,287, respectively. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. The Company
needs to obtain additional financing to fund payment of obligations and to
provide working capital for operations. Management is seeking additional
financing, and is now looking for a merger or acquisition candidate. The Company
intends to acquire interests in various business opportunities, which in the
opinion of management will provide a profit to the Company. Management believes
these efforts will generate sufficient cash flows from future operations to pay
the Company's obligations and working capital needs. There is no assurance any
of these transactions will occur. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

COMPETITION

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities.

EMPLOYEES

None.

Item 2.  Description of Property

The Company does not own any real property and does not intend to make any such
acquisitions in the near future.

Item 3.  Legal Proceedings

None.


                                        2

<PAGE>

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

None.

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

There is no trading market for the Company's Common Stock at present and there
has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.

(a) Market Price. The Company's Common Stock is not quoted at the present time.

(b) Holders. There is one shareholder of record of the Company's Common Stock.
All of the issued and outstanding shares of the Company's Common Stock were
issued in accordance with the exemption from registration afforded by Section
4(2) of the Securities Act of 1933. The shares as issued are restricted under
Rule 144.

(c) Dividends. The Company has not paid dividends to date, and has no plans to
do so in the immediate future.

Item 6.  Plan of Operation

This plan of operation is purposely general in describing the Company's
virtually unlimited discretion in selecting and structuring potential business
acquisitions. The Company may participate in a business venture of virtually any
kind.

Identifying Target Companies. The Company's officers and directors,
shareholders, its legal counsel or other professional associates may introduce
prospective business opportunities. Entities to be considered may include old or
new companies that wish to use the public marketplace to raise capital to expand
into new products or markets, to develop a new product or service, or for other
corporate purposes. Management will analyze feasibility of opportunities
considering such matters as:

-technical, financial, managerial resources
-working capital and other financial requirements
-history of operations, if any
-prospects for the future
-nature of present and expected competition
-quality and depth of management
-potential for further research, development or exploration
-risk factors
-growth potential
-profit potential

The sole officer and director of the Company will meet with management and key
personnel of the target entity and will utilize written reports as well as
personal investigation to evaluate the above factors. The Company will not
acquire or merge with any entity for which audited financial statements cannot
be obtained within a reasonable period of time.


                                        3

<PAGE>

Business Combination.

In implementing a structure for a particular business acquisition, the Company
may become party to a merger, consolidation, reorganization, joint venture or
licensing agreement with another corporation or entity. The Company may acquire
assets and establish wholly-owned subsidiaries in various businesses, or acquire
existing businesses as subsidiaries.

The Company may obtain funds in one or more private placements to finance the
operation of an acquired business opportunity after such time as the Company has
successfully consummated such a merger or acquisition.

It is likely that any securities issued in any reorganization will be issued in
reliance upon exemption from registration under applicable federal and state
securities laws. However, the Company may agree to register all or part of such
securities depending upon terms of the transaction. If substantial additional
securities are issued and subsequently sold into any trading market, the value
of the Company's securities may be diluted.

Written Agreement.

The written agreements executed in consummation of an acquisition or merger will
contain, but not be limited to, the following:

-representations and warranties by all parties thereto
-specifications as to default penalties
-terms of closing
-conditions to be met prior to closing
-conditions to be met after closing
-allocation of costs, including legal and accounting fees

Because the Company is subject to all the reporting requirements included in the
Exchange Act, it is its affirmative duty to file independent audited financial
statements with the Securities and Exchange Commission as part of its Form 8-K
upon consummation of a merger or acquisition. The closing documents will provide
that such audited financial statements be available at closing or within ample
time to comply with reporting requirements. If such statements are not available
or do not conform to representations made by the target candidate, the proposed
transaction will be voidable at the discretion of the Company's present
management.

Disclosure to Stockholders.

The Company's Board of Directors will provide the Company's shareholders with a
proxy or information statement containing complete disclosure documentation
concerning a potential business opportunity structure. Such documentation will
include financial statements of target entity, and/or assurances of value of the
target entity assets.

FORWARD LOOKING STATEMENTS

Certain of the preceding paragraphs contain "forward looking statements" which
are based upon current expectations and involve certain risks and uncertainties.
Under the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, readers should note that these statements may be impacted by, and the
Company's actual performance may vary as a result of, a number of factors
including general economic and business conditions, continuing sales patterns,
pricing, competition, consumer preferences, and other factors.

                                        4

<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS


Item 7.  Financial Statements

The financial statements that constitute Item 7 follow the text of this report.
An index to the financial statements appears in Item 13(a) of this report.


























                                       5

<PAGE>

                               HAVEN HOLDING, INC
                              FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004



                                      INDEX

                                                                      PAGE
                                                                     NUMBER
PART I.  FINANCIAL INFORMATION

                  Financial Statements

                           Independent Auditors' Report                F-2

                           Balance Sheet                               F-3

                           Statement of Operations                     F-4

                           Statement of Stockholders' Equity           F-5

                           Statement of Cash Flow                      F-6

                           Notes to Financial Statements               F-7

















                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Haven Holding, Inc.

We have audited the accompanying balance sheet of Haven Holding, Inc. as of
February 29, 2004, and the related statements of operations, stockholders'
equity and cash flows for the years ended February 29, 2004 and February 28,
2003. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects the financial position of Haven Holding, Inc.
as of February 29, 2004, and the results of its operations, stockholders' equity
and its cash flows for the years ended February 29, 2004, and February 28, 2003,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that Haven
Holding, Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company currently has no established sources of
revenues. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in note 2. The financial statements do not include
adjustments that might result from the outcome of this uncertainty.


                                                /s/ Sherb & Co., LLP
                                                    ----------------------------
                                                    Sherb & Co., LLP
                                                    Certified Public Accountants

New York, New York
September 20, 2004

                                       F-2

<PAGE>

                               HAVEN HOLDING, INC.

                                  BALANCE SHEET

                                FEBRUARY 29, 2004

                                     ASSETS

Current Assets:

     Cash                                                       $          -
                                                                ----------------

                                                                $          -
                                                                ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable and accrued expenses                      $          -
                                                                ----------------
         Total current liabilities                                         -
                                                                ----------------

Stockholders' equity:
     Common stock, $.001 par value; 50,000,000 authorized,
         3,000,000 issued and outstanding                                 3,000
     Additional paid-in capital                                           2,287
     Accumulated deficit                                                 (5,287)
                                                                ----------------

         Total stockholders' equity                                        -
                                                                ----------------

                                                                $          -
                                                                ================


















                 See notes to consolidated financial statements
                                       F-3

<PAGE>

                               HAVEN HOLDING, INC.

                            STATEMENTS OF OPERATIONS



                                                  Year Ended
                                   ---------------------------------------
                                       February 29,         February 28,
                                           2004                 2003
                                   -------------------   -----------------

REVENUES                           $           -         $          -
                                   -------------------   -----------------

EXPENSES                                       -                    -
                                   -------------------   -----------------

     NET LOSS                      $           -         $          -
                                   ===================   =================


NET LOSS PER WEIGHTED AVERAGE
     SHARES OUTSTANDING -
     Basic and diluted             $           -         $          -
                                   ===================   =================

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                3,000,000            3,000,000
                                   ==================    ==================



















                        See notes to financial statements
                                       F-4

<PAGE>

                               HAVEN HOLDING, INC.

                        STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                    Common stock                          Additional        Total
                            -------------------------      Paid-In        Accumulated    Stockholders'
                               Shares         Amount       Capital         Deficit          Equity
                            ------------    ---------    -----------   --------------   --------------

<S>               <C> <C>     <C>              <C>                            <C>              <C>
Balance, February 28, 2002    3,000,000        3,000           -              (5,287)          (2,287)

Capital contributions              -             -            2,287             -               2,287
                            ------------    ---------    -----------   --------------   --------------

Balance, February 28, 2003    3,000,000        3,000          2,287           (5,287)            -

Net loss                           -             -             -                -                -
                            ------------    ---------    -----------   --------------   --------------

Balance, February 29, 2004    3,000,000     $  3,000     $    2,287    $      (5,287)   $        -
                            ============    =========    ===========   ==============   ==============

</TABLE>




















                        See notes to financial statements
                                       F-5

<PAGE>

                               HAVEN HOLDING, INC.

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                               Year Ended
                                                ---------------------------------------
                                                    February 29,         February 28,
                                                        2004                 2003
                                                -------------------   -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                             <C>                   <C>
     Net loss                                   $          -          $         -
     Adjustments to reconcile net loss to net
     cash flows used in operating activities:
          Payment of accounts payable                      -                      (990)
          Payment on amounts due to affiliate              -                    (1,350)
                                                -------------------   -----------------
NET CASH USED BY OPERATING ACTIVITIES                      -                    (2,340)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Capital contributions                            -                     2,287
                                                -------------------   -----------------

NET CASH PROVIDED BY INVESTING ACTIVITIES                  -                     2,287
                                                -------------------   -----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                  -                       (53)

CASH AND CASH EQUIVALENTS, beginning of year               -                        53
                                                -------------------   -----------------

CASH AND CASH EQUIVALENTS, end of year          $          -          $         -
                                                ===================   =================

</TABLE>













                        See notes to financial statements
                                       F-6

<PAGE>

                               HAVEN HOLDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


Note 1 - Organization, nature of business and basis of presentation

Haven Holding, Inc. was incorporated on October 28, 1999, under the laws of the
State of Florida. The "Company" is a shell company, the purpose of which is to
seek and consummate a merger or acquisition. Since its inception the Company has
been dependant upon capital investment or other financing to fund its
activities.

Use of estimates

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid short-term investments, with a remaining
maturity of three months or less when purchased, to be cash equivalents.

Fair value of financial instruments

Note 2 - Going Concern

The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable, accounts payable, accrued expenses, loans and
amounts due to related parties approximate their fair value based on the
short-term of these instruments.

The Company has no established sources of revenues and as such this raises
sunstantial doubt about the Company's ability to continue as a going concern.
The continued existence is dependent upon the Company's ability to generate
revenue from operations or to seek additional sources of financing.

There are no assurances that the company can develop sources of revenues or
obtain additional financing that may be required. The accompanying financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.






                                       F-7

<PAGE>

Note 3 - New Accounting Pronouncements

In August 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit, or Disposal Activities." This
Statement addresses financial accounting and reporting for costs associated with
exit or disposal activities. The adoption of SFAS 146 had no significant impact
on the Company's financial statements. This statement is effective for exit or
disposal activities initiated after December 31, 2002.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based Compensation--Transition and Disclosure--An
Amendment of FASB Statement No. 123." This Statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The the adoption of SFAS 148 had no significant impact on the Company's
financial statements. This statement is effective for interim periods beginning
after December 15, 2002 and for fiscal years ending after December 15, 2002.

In April 2003, the Financial Accounting Standards Board issued SFAS No. 149,
"Amendment of FASB Statement No. 133 on Derivative Instruments and Hedging
Activities." This Statement amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company believes the adoption of SFAS
149 will have not significant impact on its financial statements. The statement
is effective for contracts entered into or modified after June 30, 2003.

In May 2003, the Financial Accounting Standards Board issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." This Statement establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). SFAS 150 is effective for financial instruments entered into or
modified after May 31, 2003 and, otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. We are currently evaluating
the impact that the adoption of SFAS No. 150 will have on our financial position
and results of operations, however at June 30, 2003 the Company has
approximately $805,300 in Redeemable Warrants that may be classified as a
liability.

In December 2003 the FASB issued FASB Statement No. 132 (revised 2003),
Employers' Disclosures about Pensions and Other Postretirement Benefits, that
improves financial statement disclosures for defined benefit plans. The project
was initiated by the FASB earlier this year in response to concerns raised by
investors and other users of financial statements about the need for greater
transparency of pension information. The change replaces existing FASB
disclosure requirements for pensions. In an effort to provide the public with
better and more complete information, the standard requires that companies
provide more details about their plan assets, benefit obligations, cash flows,
benefit costs and other relevant information. These disclosures will provide
investors with greater visibility into plan assets and a clearer picture of cash
requirements for benefit payments and contributions to fund pension and other
postretirement benefit plans. We do not have a pension fund and therefore do not
expect to be impacted by Statement No. 132 or be required to make any additional
disclosures.
                                       F-8

<PAGE>

Note 3 - Capital Stock

The Company had originally authorized 25,000,000 common shares and 5,000,000
preferred shares, each with a par value of $.01 per share. On January 14, 2000,
the Articles of Incorporation were amended to increase the number of authorized
common shares to 50,000,000, to eliminate the preferred shares and to decrease
the par value of the common shares to $ .001 per share. As of February 28, 2003,
3,000,000 common shares were issued and outstanding.























                                       F-9

<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.

Item 8A. Controls and Procedures

a. Evaluation of Disclosure Controls and Procedures:

      Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Within the 90 days prior to the filing of this
report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.

b. Changes in Internal Controls:

      There were no changes in the Company's internal controls or in other
factors that could have significantly affected those controls subsequent to the
date of the Company's most recent evaluation.

Part III

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

The directors and officers of the Company are as follows:

Name                               Age           Position

James K. Dorney                    39        President, Secretary,
                                             Treasurer and Director

Mr. Dorney may be considered a "promoter" of the Company.

The above listed officer(s) and director(s) will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until their successors have been duly elected
and qualified. There is no family relationship between any executive officer and
the directors of the Company.

There are no arrangements, agreements or understandings between non-management
shareholders and management under which nonmanagement shareholders may, directly
or indirectly, participate in or influence the management of the Company's
affairs.



                                        6

<PAGE>

Set forth below is a description of the backgrounds of each of the officers and
directors of the Company.

James K. Dorney has served as the Company's President, Secretary, Treasurer,
Director and principal shareholder since June 2003.

Mr. Dorney is a professional investor who has been self employed for the past
five years. He does not serve on the board of any reporting companies.

Other "Blind Pool" Experience.

Mr. Dorney has not participated in any other "Blind Pools" during the past ten
years.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Company did not have audit, nominating, or compensation committees. The
Company did not have any board meetings during the year.

CODE OF ETHICS

The Company has not adopted a Code of Ethics because there has not been a
meeting of the Board of Directors since June 2001. Such a meeting is necessary
to adopt a Code of Ethics.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's executive officers,
directors and persons who beneficially own more than 10% of a registered class
of the Company's equity securities to file with the Commission initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Such persons are required by Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
filed.

We are not aware of any instances in fiscal year 2003 when an executive officer,
director or owners of more than 10% of the outstanding shares of our common
stock failed to comply with the reporting requirements of Section 16(a) of the
Exchange Act, other than the Forms which should have been filed by Mr. Dorney.

Item 10.  Executive Compensation

Our sole executive officer did not receive any compensation during the fiscal
years ended February 29, 2004 and 28, 2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table lists, as of August 1, 2004, the number of shares of common
stock beneficially owned by (i) each person or entity known to us to be the
beneficial owner of more than 5% of our outstanding common stock; (ii) each of
our officers and directors; and (iii) all of our officers and directors as a
group. Information relating to beneficial ownership of common stock by our
principal stockholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to be
a beneficial owner of a security if that person has or shares voting power,

                                        7

<PAGE>

which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest.


The percentages below are calculated based on 3,000,000 shares of common stock
issued and outstanding, plus in the case of a person who has the right to
acquire additional shares within 60 days, any new shares which would be issued
to effect such acquisition.

Name and Address                Number of Shares         Percentage of Ownership

James K. Dorney                    3,000,000                    100%
75 Inletview Path
East Moriches, NY 11940

All officers and directors as
a group (1 person)                 3,000,000                    100%

Item 12.  Certain Relationships and Related Transactions.

None.

Item 13.  Exhibits and Reports on Form 8-K

We are filing the exhibits listed below with this Report:

Exhibit No.                Description

31               Certification required by Rules 13a-14(a) or 15d-14(a)

32               Section 1350 Certifications

(b) Reports on Form 8-K. The Company has not filed any Reports on Form 8-K
during the last quarter of the fiscal year of February 29, 2004.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Sherb & Co., P.C. has served as the Company's Principal Accountant since
September 1, 2004. Their pre-approved fees billed to the Company are set forth
below:

                      Fiscal year ending            Fiscal year ending
                      February 29, 2004             February 28, 2003
                      ---------------------        --------------------
Audit Fees                    $8,500                       $0.00
Audit Related Fees               NIL                         NIL
Tax Fees                         NIL                         NIL
All Other Fees                   NIL                         NIL


As of February 29, 2004, the Company's Audit Committee did not have a formal
documented pre-approval policy for the fees of the principal accountant. It is
in the process of adopting such a policy.





                                        8

<PAGE>

SIGNATURES

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

Date: October 4, 2004               HAVEN HOLDING, INC.
                                   (the Company)

                                   By: /s/ James K. Dorney
                                   -----------------------
                                   James K. Dorney,
                                   President

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

Signature                           Title                     Date

/s/ James K. Dorney                 Director                  October 4, 2004
----------------------
James K. Dorney


































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