If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box.   (    )

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See · 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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3

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Item 1. Security and Issuer

         Common Stock of Dynabazaar, Inc.
         500 Unicorn Park Drive
         Woburn, MA 01801

Item 2. Identity and Background.

(a)

Name:  Don C. Whitaker

(b)

Residence or business address:  23 Beechwood
         Irvine, CA 92604

(c)

Present Principal Occupation or Employment:  Don C. Whitaker, Inc.
         23 Beechwood
         Irvine, CA 92604

(d)

Criminal Conviction:  No

(e)

Court or Administrative Proceedings:  No

(f)

Item 3. Source and Amount of Funds or Other Consideration:

         Personal, retirement funds and corporate funds of the individuals involved. All Transactions were open market transactions.

Item 4. Purpose of Transaction

            State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:

         The above described net sales of common shares of Dynabazaar, Inc., (FAIM) were made by "Whitaker Group" subject to due deligence regarding the directors handling of various matters: including but not limited to, the handling of the EBay - FAIM Pfd issue, the $2,000,000 expense incurred for 6 years of directors and officers liablility insurance, and the uncertaintly of the future direction of Dynabazaar, Inc.
         
         The Whitakers will of course re-evaluate their options which may include the purchase of additional securities of Dynabazaar, Inc., (FAIM) or the disposal of some or all of the securities they presently own depending on market conditions, availability of funds and other considerations.

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(a)

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

No

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

Other than mentioned in the "Purpose of Transaction"

(c)

A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

Other than mentioned in the "Purpose of the Transaction"

(d)

Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

Not at the present time

(e)

Any material change in the present capitalization or dividend policy of the issuer;

No

(f)

Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

No

(g)

Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

Not at the present time

(h)

Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

Not at the present time

(i)

A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

See "H" above

(j)

Any action similar to any of those enumerated above.

See "H" above

Item 5. Interest in Securities of the Issuer.

(a)

Ownership of 2.1% of Common Stock of Dynabazzar, Inc.
         Don C. Whitaker 564,800 shares 2.1%
         Don C. Whitaker, Jr., O shares 0.0%
         Don C. Whitaker, Inc., 0 shares 0.0%

(b)

Don C. Whitaker and Don C. Whitaker, Jr., each have sole responsibility to vote and dispose of their respective shares. Don C. Whitaker and Don C. Whitaker, Jr., share voting power with regards to the shares held in the name of Don C. Whitaker, Inc.

(c)

The Whitaker Group has participated in the following open market transactions in Dynabazzaar, Inc., within the past 60 days:

Transaction
Date

Shares or Units
Purchased (Sold)

Price per
Share or Unit

9/15/03
9/15/03
9/16/03
9/17/03
9/22/03
9/25/03
10/3/03
10/13/03
10/14/03
10/14/03
10/14/03
10/14/03
10/15/03
10/16/03
10/17/03
10/17/03
10/20/03
10/20/03
10/20/03
10/20/03
10/21/03
10/21/03
10/21/03
10/21/03
10/22/03
10/22/03
10/22/03
10/22/03
10/23/03
10/23/03
10/24/03
10/24/03
10/24/03
10/24/03
10/27/03
10/27/03
10/27/03
10/28/03
10/29/03
10/30/03
10/30/03
10/30/03
10/31/03
11/03/03
11/03/03
11/03/03
11/03/03
11/03/03
11/04/03
11/04/03
11/04/03
11/04/03
11/05/03
11/05/03
11/05/03
11/05/03
11/05/03
11/05/03
11/05/03
11/06/03
11/06/03
11/06/03
11/06/03
11/06/03
11/07/03
11/07/03
11/07/03
11/07/03
11/07/03
11/07/03
11/07/03
11/10/03
11/10/03
11/10/03
11/11/03
11/11/03
11/11/03
11/11/03
11/12/03
11/13/03
11/13/03
11/14/03
11/14/03
11/14/03
11/14/03
11/14/03
11/14/03
11/17/03
11/17/03
11/18/03
11/18/03
11/19/03
11/20/03
11/21/03
11/21/03
11/21/03
11/24/03
11/24/03
11/24/03
11/24/03

(300)
9700
2754
8000
5300
5000
6000
(19800)
(9900)
(9900)
1600
(5200)
(9900)
5000
11761
(8739)
(57300)
(5000)
(380)
1000
(900)
19800
49500
600
(29465)
(9900)
10300
6700
4750
(300)
9900
400
(39600)
(1300)
2950
9900
(4798)
19800
9900
19800
9900
(100)
2969
(8300)
(19800)
(9900)
(29700)
(5000)
(19800)
1900
(19800)
(46400)
(19800)
(19800)
(17943)
(19800)
(19800)
(9500)
(9900)
(9600)
5000
(5000)
(2700)
2325
9500
5000
5000
5000
(6600)
(16900)
(9900)
(2600)
(1350)
(9900)
(9500)
(9900)
(39900)
(19000)
(5465)
(9900)
(19800)
(13800)
(9900)
(19800)
(6000)
(19800)
(37184)
7000
(3800)
(6000)
(11700)
3036
(2500)
(9900)
(88300)
(17500)
(9900)
(25500)
(147400)
(640700)

1.68
1.67
1.66
1.66
1.67
1.66
1.65
1.76
1.77
1.76
1.75
1.77
1.77
1.75
1.76
1.77
1.77
1.78
1.79
1.76
1.78
1.75
1.76
1.74
1.77
1.76
1.74
1.75
1.74
1.77
1.74
1.75
1.77
1.78
1.75
1.76
1.78
1.75
1.75
1.74
1.73
1.75
1.72
1.75
1.76
1.77
1.78
1.79
..51 XD 1.30
..47 XD 1.30
..50 XD 1.30
..51 XD 1.30
..51
..52
..53
..52
..53
..52
..52
..52
..51
..52
..53
..50
..45
..50
..48
..47
..52
..48
..49
..47
..50
..49
..47
..48
..47
..46
..46
..47
..46
..46
..45
..43
..40
..39
..38
..37
..39
..39
..38
..37
..38
..37
..35
..35
..37
..36
..35
..34

(d)

None

(e)

N/A

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.


         None

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Item 7. Material to be Filed as Exhibits.


         None

Signature

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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