EXHIBIT  16.3

                          WARRENSBURG ENTERPRISES, INC.
                               22154 MARTELLA AVE
                              BOCA RATON, FL 33433
                                 (561) 451-9674


March  3,  2002


Samuel F. May, Jr., CPA
20283 State Rd. 7, Suite 300
Boca Raton, FL 33498


     RE:  LETTER  ON  CHANGE OF CERTIFYING ACCOUNTANT PURSUANT TO REGULATION SK,
          SECTION  304(A)(3)

To  Whom  It  May  Concern:

     Enclosed  is  a  copy  of the amended Form 8-K which will be filed this day
with  the SEC.  Pursuant to Regulation SK, Section 304(a)(3) we herewith request
that  your  firm furnish us with a letter, addressed to the SEC, stating whether
your firm agrees with the statements made in the disclosure set out as Item 4(a)
in  the  Form  8K  and, if not, stating the respects in which your firm does not
agree.

     Please  provide this letter as promptly as possible so that we can file the
letter  with  the  SEC  within  ten  (10)  business  days  from  today.

     Your firm may provide us with an interim letter highlighting specific areas
of concern and indicating a subsequent, more detailed letter will be forthcoming
within  the  ten  (10)  business  days  noted  above.

     We look forward to your timely response to this request.

                                Very  truly  yours,


                                --------------------------
                                Shelley Goldstein, Chairman, President and Chief
                                         Operating  Officer