<PAGE>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              FORM 10- QSB/A No. 1

     (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the quarterly period ended March 31, 2000
          OR
     ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the transition period from _________ to ___________.

COMMISSION FILE NUMBER:  0-29205
                         -------

                           LIGHTHOUSE LANDINGS, INC.
            ------------------------------------------------------
            (Exact name of small business issuer as in its charter)


       New Jersey                                 22-3241823
-------------------------------                 -------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)


        195 Fairfield Avenue, Suite 3C, West Caldwell, New Jersey  07006
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                (973) 228-2901
                                --------------
                          (Issuer's telephone number)
                          ---------------------------
(Former name, former address and former fiscal year, if changed since last
report)

Check whether the registrant (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    X      NO____
     ----

The number of shares outstanding of the issuer's classes of common equity, as of
June 12, 2000 is 6,139,795 shares of Common Stock.

Transitional Small Business Disclosure Format (check one):   YES    NO  X
                                                            -----      ----
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
          --------------------

LIGHTHOUSE LANDINGS, INC.

Interim Consolidated Financial Statements
March 31, 2000
(Unaudited)



                                       2
<PAGE>

                   LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                                 MARCH 31, 2000
                                  (Unaudited)



 INDEX
 -----

<TABLE>
<CAPTION>

                                                                        Page No.
                                                                        -------

<S>                                                                     <C>
Part I  - Financial Information:

        Item 1. Consolidated Condensed Financial Statements (Unaudited):

                Balance Sheets
                At March 31, 2000 and December 31, 1999..................  3


                Statements of Operations
                For the Three Months Ended
                March 31, 2000 and 1999..................................  4


                Statement of Changes in Stockholders'
                Equity for the Three Months Ended
                March 31, 2000...........................................  5


                Statements of Cash Flows
                For the Three Months Ended
                March 31, 2000 and 1999.................................. 6-7


                Notes to Consolidated Condensed
                Financial Statements..................................... 8-16


        Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations............



Part II - Other Information:

                Item 3 Through Item 9 - Not Applicable...................

                Signatures...............................................
</TABLE>


                                       3
<PAGE>

                   LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENCED BALANCE SHEETS
                                  (Unaudited)

<TABLE>
<CAPTION>


                       A S S E T S                    March 31,  December 31,
                       -----------                      2000        1999
                                                      ---------  ------------
<S>                                                 <C>           <C>
Current assets:
  Cash                                              $   575,704   $    97,957
  Inventories                                            40,575        40,948
  Net assets of discontinued operations                  72,100        32,582
  Prepaid expenses and other current assets              88,100       127,994
                                                    -----------   -----------
        Total current assets                            776,479       299,481

Property and equipment - at cost,
  less accumulated depreciation                      12,078,363    12,288,880

Goodwill net of accumulated amortization              1,092,699     1,112,935

Other assets                                            236,235        51,764
                                                    -----------   -----------
                                                    $14,183,776   $13,753,060
                                                    -----------   -----------
              LIABILITIES AND STOCKHOLDERS' EQUITY
              ------------------------------------

Current liabilities:
  Bridge loan payable                               $ 1,000,000   $         -
  Current maturities of long-term debt                1,946,323     1,879,764
  Notes payable - stockholders                          125,000       125,000
  Accounts payable and accrued expenses                 885,674       948,606
  Deferred revenues                                     110,266        68,765
  Due to officers/stockholders                          218,776       449,540
                                                    -----------   -----------
        Total current liabilities                     4,286,039     3,471,675


Long-term debt - net of current maturities            9,769,891    10,064,110
                                                    -----------   -----------

        Total liabilities                            14,055,930    13,535,785
                                                    -----------   -----------
Stockholders' equity:
  Common stock - $.01 par value
    Authorized - 10,000,000 shares
    Issued and outstanding - 6,070,295 shares
      March 31, 2000 and 4,905,795 in
      December 31, 1999                                  60,703        49,058
  Additional paid-in capital                          6,042,818     5,312,588
  Accumulated deficit                                (5,948,675)   (5,144,371)
                                                    -----------   -----------
        Total stockholders' equity                      154,846       217,275
                                                    -----------   -----------

                                                    $14,210,776   $13,753,060
                                                    -----------   -----------

</TABLE>
     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                            For the Three Months Ended
                                                      March 31,
                                                      --------

                                               2000         1999
                                              -----         -----
<S>                                       <C>          <C>

Revenue                                   $  682,325   $  721,408
Operating costs:
  Ferry operations                           620,613      353,256
  Depreciation                               229,416      223,108
                                           ---------     --------
     Total operating costs                   850,029      576,364
                                           ---------     --------
                                           ( 167,704)     145,044


Marketing and administrative expenses        283,238      248,359
Amortization of goodwill                      20,236       20,236
                                             303,474      268,595
                                          ----------    ---------
Loss from operations                       ( 471,178)   ( 123,551)

Other expenses:
  Interest (net)                             333,126      319,707
  Provision for state income taxes                 -          464
                                          ----------    ---------
Total other expenses                         333,126      320,171
                                          ----------    ---------
Loss from continuing operations before
  minority share in loss of subsidiary     ( 804,304)   ( 443,722)

Minority share in loss of subsidiary               -       11,071

Loss from continuing operations            ( 804,304)   ( 432,651)

Loss from discontinued operations                  -    (  22,967)
                                           ---------   ----------
Net loss                                   ($804,304)   ($455,618)
                                           ---------   ----------
Per share data:
  Basic and diluted:
    Loss from continuing operations           ($ .15)      ($ .13)
    Loss from discontinuing operations             -       (  .01)
                                           ---------   ----------
    Net loss                                  ($ .15)      ($ .14)
                                           =========   ==========
    Weighted average number of shares
     outstanding
      Basic and diluted                    5,359,075    3,230,684
                                           =========    =========
</TABLE>


See accompanying notes to consolidated condensed financial statements.


                                       5
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

           CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

                   FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                     Additional
                                    Common Stock      Paid-In     (Accumulated  Stockholders'
                                  Number    Amount    Capital              Deficit)                  Equity         Total
                                  ------    -------   -------      ---------------------------      -------         -----
<S>                              <C>        <C>      <C>                <C>                     <C>             <C>
Balance at January 1, 2000       4,905,795  $49,058  $5,312,588         ($5,144,371)                              $  217,275

Increase of shares for cash        634,500    6,345     382,155                   -                                  388,500

Shares issued for                                                                 -
  services rendered                277,500    2,775     135,975                   -                                  138,750

Shares issued for
  satisfaction of liabilities      252,500    2,525     212,100                   -                                  214,625

Net loss for the period                  -        -           -           ( 804,304)                               ( 804,304)

                                 6,070,295  $60,703  $6,042,818         ($5,948,675)                              $  154,846
</TABLE>



  See accompanying notes to consolidated condensed financial statements.




                                       6

<PAGE>

                  LIGTHHOUSE LANDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENCED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                For the Three Months Ended
                                                          March 31,
                                                   -----------------------

                                                     2000         1999
                                                   ----------   ---------
<S>                                                <C>          <C>
Cash flows from operating activities:
  Net loss continuing operations                    ($804,304)  ($432,651)
                                                   ----------   ---------
  Adjustments to reconcile net loss to
      net cash provided by (used in)
      operating activities:
    Minority interests                                      -     (11,071)
    Depreciation                                      229,969     225,646
    Amortization of goodwill                           20,236      20,236
    Amortization of deferred finance cost              18,593       1,000
    Imputed interest                                   28,790      44,940
    Deferred revenues                                  41,501      16,873
    Increase (decrease) in cash flows as
        a result of changes in assets and
        liability account balances:
      Inventories                                         373      (3,192)
      Prepaid expenses and other current assets        39,894      13,860
      Accounts payable                                (43,621)     76,767
      Accrued officers compensation                   (26,764)     20,578
                                                   ----------   ---------
                                                      308,971     405,637
                                                   ----------   ---------

Net cash used in operating activities
  of continuing operations                           (495,333)    (27,014)
                                                   ----------   ---------

Cash flows used in investing activities:
  Acquisition of property and equipment               (19,452)     (4,668)
                                                   ----------   ---------

Cash flows from financing activities:
  Proceeds from loans - net                         1,000,000     400,000
  Repayments of long-term debt                       (356,450)   (240,281)
  Proceeds from issuance of common stock              388,500           -
                                                   ----------   ---------
Net cash provided by financing activities
  of continuing operations                          1,032,050     159,719
                                                   ----------   ---------

Net cash provided by (used in)
  discontinued operations                             (39,518)      9,113
                                                   ----------   ---------

Net increase in cash                                  477,747     137,150

Cash at beginning of year                              97,957      62,606
                                                   ----------   ---------

Cash at end of year                                $  575,704     199,756
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                       7
<PAGE>

                  LIGTHHOUSE LANDINGS, INC. AND SUBSIDIARIES

          CONSOLIDATED CONDENCED STATEMENTS OF CASH FLOWS (Continued)
                                  (Unaudited)




<TABLE>
<CAPTION>
                                           For the Three Months Ended
                                                    March 31,
                                               -------------------

                                                  2000      1999
                                                --------  --------
<S>                                            <C>        <C>
Supplemental Disclosures of Cash Flow
 Information:
  Cash paid during the year:

    Interest                                    $320,205  $313,708

    Income taxes                                $      -  $      -

Supplemental Schedules of Noncash
 Activities:

  Common stock issued as additional interest    $125,000   $     -

  Common stock issued in payment of
   consultant's fee                             $ 13,750   $     -


  Note issued as payment of consultant's
   fee                                          $100,000   $     -

</TABLE>



    See accompanying notes to consolidated condensed financial statements.


                                       8
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED CONDENCED FINANCIAL STATEMENTS

                                MARCH 31, 2000



NOTE 1 - REALIZATION OF ASSETS - GOING CONCERN.

                    The accompanying consolidated financial statements have been
         prepared in conformity with generally accepted accounting principles,
         which contemplate continuation of the Company as a going concern.
         Lighthouse Landings, Inc. (the "Company") has sustained substantial
         losses for the years ended December 31, 1999 and the three months ended
         March 31, 2000. In addition, the accompanying consolidated balance
         sheet as at March 31, 2000 reflects negative working capital of
         $2,673,209 net tangible capital deficiency of $1,173,101.

                    Future viability of the Company is dependent upon the
         Company's obtaining additional funding. During 1999, the Company
         arranged private placements of its common stock for net cash proceeds
         of $1,530,000 and obtained short term loans in the amount of $700,000
         for both its continuing and discontinued segments. The funds were used
         to provide funds for certain obligations and ongoing operations.
         Commencing in January 2000 through March 17, 2000, the Company received
         $1,385,000 before offering costs from the sale of its securities and
         bridge loans.

                    The Company currently operates a commuter ferry service from
         Highlands, NJ to and from Manhattan, and is pursuing the establishment
         of other routes in the Greater New York City area. In November 1999,
         the Company completed negotiations and executed a lease for a property
         in Stamford, CT as a base for fast ferry service to and from Manhattan
         and LaGuardia Airport. The site requires improvements and governmental
         approvals. The Company is proceeding with preparations for establishing
         ferry service, and expects to be able to commence service in the spring
         of 2001. Initially, it is expected that service on these new routes
         will be provided by a vessel on a short-term charter. The Company is
         proceeding with plans for construction and financing of at least three
         vessels specifically to meet the needs of the new service.

                    During 1998 and 1999, the Company assessed its strategic
         direction and concluded that focusing on the commuter ferry business
         would provide the greatest return on assets and discontinued the
         marina\restaurant property and the retail cigar operations in 1999.
         Accordingly, the Company is pursuing the divestiture of the
         discontinued segments assets. The carrying value of the related net
         assets have been reclassified as "Net assets of discontinued
         operations" in the accompanying consolidated balance sheet.

                    It is management's opinion that the funds to be raised by
         the sales of its securities and borrowings plus the funds anticipated
         to be raised through the sale of net assets of the discontinued
         segments will be sufficient to meet the Company's obligations as they
         become due.

                    The conditions previously mentioned raise substantial doubt
         about the Company's ability to continue as a going concern. The
         financial statements do not include any adjustments that might result
         from the outcome of this uncertainty.


                                       9
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

         (a)          Description of Business:

                    The Company was incorporated in New Jersey in 1993 and is in
         the commuter ferry business. The Company currently operates a commuter
         ferry service from Highlands, New Jersey to and from Manhattan, and is
         pursuing the establishment of other routes in the Greater New York City
         metropolitan area.


         (b)          Basis of Presentation:

                    The accompanying unaudited financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information and with the instructions for Form
         10-Q and Article 10 of Regulations S-X. 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, the statements contain all adjustments
         (consisting only of normal recurring accruals) necessary to present
         fairly the financial position as of March 31, 2000 and the results of
         operations and cash flows for the three months ended March 31, 2000 and
         1999. The results of operations for the three months ended March 31,
         2000 and 1999 are not necessarily indicative of the results to be
         expected for the full year.

                    The December 31, 1999 balance sheet has been derived from
         the audited financial statements at the date included in the Company's
         annual report contained in Form 10SB. These unaudited financial
         statements should be read in conjunction with the financial state-ments
         and notes thereto included in the Company's annual report contained in
         Form 10SB.


         (c)          Principles of Consolidation:

                    The consolidated condensed financial statements include the
         accounts of Lighthouse Landings, Inc. and its subsidiaries. Inclusion
         of the results of subsidiary companies' operations is on the "Purchase"
         method, from the dates of their respective acquisition. All significant
         intercompany balances and transactions have been eliminated in
         consolidation. Recognition of the interest of minority stockholders `is
         provided for in the accounts. As discussed more thoroughly in Note 3,
         the retail and marina segments are presented as discontinued
         operations.


         (d)          Change of Accounting Period:

                    The Company has changed its April 30 fiscal year end to
         December 31st. Accordingly, the accompanying consolidated financial
         statements reflect balance sheets as of March 31, 2000 and December 31,
         1999 and the results of operations cash flows and stockholders equity
         for the three months ended March 31, 2000 and 1999 then ended.

                                      10
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

         (e)          Inventories:

                    Inventories which consist entirely of supplies and cafeteria
         products are stated at the lower of cost or market on the first-in,
         first-out method.


         (f)          Property and Equipment:

                    Property and equipment is recorded at cost. The cost of the
         ferries obtained through the Fast Ferries Holding Corp. acquisition in
         December 1998 has been determined as an allocation of the purchase
         price of the business acquired based upon an appraisal. Depreciation is
         computed using the straight-line method. Depreciation on equipment,
         including the ferries, is calculated principally over their estimated
         useful lives of fifteen years.

                    Expenditures which substantially increase estimated useful
         lives are capitalized. Maintenance, repairs and minor renewals are
         expensed as incurred. When assets are sold or otherwise disposed of,
         their costs and accumulated depreciation are removed from the accounts
         and any resulting gain or loss is recorded in operations.


         (g)          Goodwill:

                    Goodwill arising from acquisitions initially represents the
         excess of the purchase cost over the fair value of identifiable assets
         less identifiable liabilities. Goodwill is reviewed on an ongoing basis
         to determine that the value has not been impaired; in 1999 it was
         determined that the value of the goodwill arising from the purchase of
         The Cigar Box, Inc. has been impaired and accordingly the remaining
         unamortized goodwill of $198,654 has been written off to discontinued
         operations during 1999. The goodwill arising from the acquisition of
         Fast Ferry Holding Corp. and its wholly owned subsidiaries aggregating
         $1,214,174 is being amortized over 15 years. Amortization of goodwill
         charged to operations was $20,236 for the three months ended March 31,
         2000 and 1999.


         (h)          Revenue Recognition:

                    Revenue is recognized when earned. The Company's ferry
         business sells the majority of commuter tickets in advance of use.
         Accordingly, the Company determines the unused portion of ticket sales
         and defers that value to future periods. Deferred income aggregated
         $110,266 and $68,765 at March 31, 2000 and December 31, 1999,
         respectively.

                                      11
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.  (Continued)

         (i)          Income Taxes:

                    The Company complies with Statement of Financial Accounting
         Standards No. ("SFAS 109"), "Accounting for Income Taxes", which
         requires an asset and liability approach to financial accounting and
         reporting for income taxes. Deferred income tax assets are computed for
         differences between financial statement and tax basis of assets and
         liabilities that will result in future taxable or deductible amounts,
         based on the enacted tax laws and rates in the periods in which
         differences are expected to affect taxable income. The principal asset
         and liability differences are deferred revenues, valuation allowances
         for long-term assets, the estimated loss on the disposal of
         discontinued operations, and utilization of the Company's tax loss
         carryforwards. Management has fully reserved the net deferred tax
         assets as it is not more likely than not that the deferred tax asset
         will be utilized in the future.


         (j)          Impairment of Long-lived Asset:

                    The Company accounts for impairment of long-lived assets
         accordance with Statement of Financial Accounting Standards (SFAS) No.
         121, "Accounting for the Impairments of Long-Lived Assets and for Long-
         Lived Assets to be Disposed of" SFAS No. 121 requires that long-lived
         assets be reviewed for impairment whenever events or changes in
         circumstances indicate that the book value of the asset may not be
         recoverable. Due to significant loss incurred during 1999, the Company
         evaluated its long-term assets of its continuing operations which as at
         December 31, 1999 were comprised of property and equipment (principally
         two (2) ferries) with an undepreciated cost of $12,288,880 and goodwill
         on the acquisition of the Fast Ferry Holding Corp. with a unamortized
         cost of $1,112,935. Based upon an estimate of the future undiscounted
         net cash flows of the related asset or asset grouping over the
         remaining life, it was determined that there was no impairment in
         either the net book value of the ferries or the goodwill.


         (k)          Use of Estimates:

                    The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect certain reported amounts and
         disclosures. Accordingly, actual results could differ from those
         estimates.


         (l)          Concentrations of Credit Risk:

                    Financial instruments which potentially subject the Company
         to concentrations of credit risk consist primarily of cash. The Company
         places its cash with high credit quality financial institutions which
         at times may be in excess of the FDIC insurance limit.


                                      12
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

         (m)          Loss Per Common Share:

                    Loss per common share is based on the weighted average
         number of common shares outstanding. In March 1997, the Financial
         Accounting Standards Broad issued Statement No. 128 ("SFAS 128"),
         "Earnings Per Share," which requires dual presentation of basic and
         diluted earnings per share on the face of the statements of opera-tions
         which the Company has adopted. Basic loss per share excludes dilution
         and is computed by dividing income available to common stockholders by
         the weighted-average common shares outstanding for the period. Diluted
         loss per share reflects the potential dilution that could occur if
         convertible debentures, options and warrants were to be exercised or
         converted or otherwise resulted in the issuance of common stock that
         then shared in the earnings of the +entity.

                    Since the effect of outstanding options, warrant and con-
         veritible debenture conversions are antidilutive in all periods
         presented, it has been excluded from the computation of loss per common
         share.


NOTE 3 - DISCONTINUED OPERATIONS.

                    On October 28, 1999, the Company adopted a plan to sell its
         real estate and retail/wholesale segments. Accordingly both segments
         have been accounted for as discontinued operations in the accompanying
         consolidated financial statements for both March 31, 2000 and December
         31, 1999. The net assets to be disposed of as of March 31, 2000
         aggregating $72,100 consists principally of real estate and are
         recorded as current assets in the accompanying consolidated balance
         sheet under the caption "Assets held for resale". Management expects
         the real estate to be sold in late 2000.

                    The net assets of discontinued operations, which have been
         segregated in the accompanying balance sheets are summarized as
         follows:

                                                             March 31,
                                                             ---------
                                                               2000
                                                             ---------
Assets:
  Inventory                                                  $   2,000
  Property assets, net (See Note 4)                            931,181
                                                             ---------
                                                               933,181
                                                             ---------
Liabilities:
  Accounts payable                                              89,436
  Secured mortgage payable                                     414,057
  Accrued real estate taxes                                    357,588
                                                             ---------
                                                               861,081
                                                             ---------

Net assets of discontinued operations                        $  72,100
                                                             =========

NOTE 3 - DISCONTINUED OPERATIONS. (Continued)

         (a)        The mortgage notes payable are summarized as follows:

                                                              March 31,
                                                              ---------
                                                                 2000
                                                              ---------

20% demand mortgage on real property
  subject to the tax lien referred to below                   $ 58,267

Second mortgage on real property payable in monthly
  installments (applied firstly to interest) of
  $15,000 from January 10, 2000 through
  May 10, 2000, and three equal monthly
  payments equal to one-third of the balance
  outstanding on June 10, 2000,  commencing
  June 10, 2000.  The loan carries interest at
  18%plus as added inducement to enter into the
  loan, the lender received 50,000 shares of
  common stock valued at $100,000.                             150,595

6% second  demand mortgage on real property                    205,195
                                                              --------

                                                              $414,057
                                                              ========

                                      13
<PAGE>

         (b)        Real estate taxes liens have been recorded by local
         governmental authorities because of non-payment of said property taxes
         arising from a dispute over property tax valuations. The Company is
         currently attempting to resolve the dispute.


NOTE 4 - PROPERTY AND EQUIPMENT.

                    Property and equipment is summarized as follows:

                                                                March 31,
                                                               -----------
                                                                   2000
                                                               -----------
Continuing operations:
  Ferries                                                      $13,300,000
  Computers and office equipment                                    54,130
  Furniture and fixtures                                           110,453
                                                               -----------
                                                                13,464,583
  Less:  Accumulated depreciation                                1,386,220
                                                               ===========
                                                               $12,078,363
                                                               ===========

Discontinued operations:
  Land and buildings                                           $   931,181
                                                               ===========

NOTE 5 - LONG-TERM DEBT.

                    Long-term debt is as follows:

                                                                March 31,
                                                               -----------
                                                                  2000
                                                               -----------
Mortgage note payable, secured by the
  vessel "Finest" due in monthly install-
  ments of $61,875 through March 10, 1999,
  and $56,719 through September 10, 2005,
  including interest at 9.25% per annum, with a
  final payment of $3,626,691 due October 10,
  2005.                                                (a)     $ 5,110,238

Mortgage note payable, secured by the vessel
  "Bravest" due in monthly installments of
 $59,063 through March 10, 1999 and
  $56,719 through September 10, 2005, including
  interest at 9.25% per annum, with a final payment
  of $3,572,971 due October 10, 2005.                  (a)       5,077,876

Note payable, secured by the vessel "Finest"
  and "Bravest", payable in fifteen monthly
  installments of $15,000 commencing in
  February 1999, payment of $343,333 on
  March 31, 2000 and a final payment of
  $934,319 on December 10, 2000
  including imputed interest of 9.25%.                 (a)       1,123,684

10% interest bearing obligation payable in two
  installments of $100,000 each on March 15,
  2000 and July 15, 2000 and as final payment of
  $200,000 January 15, 2001.                                       300,000

10% interest bearing obligation payable
  December 11, 2000                                                100,000

Other                                                                4,416
                                                               -----------
                                                                11,716,214
Portion due within one year                                      1,946,323
                                                               -----------
Long-term debt - less current maturities                       $ 9,769,891
                                                               ===========


                                      14
<PAGE>

(a)    The two first mortgages on the ships and note payable are secured through
(i) cross collateralization agreements; (ii) assignments of charter agreements
and other personal property, (iii) a pledge of a potential receivable arising
from a lawsuit against the City of New York and (iv) cross corporate guarantees.

       Reference is made to Note 9(c)(i) regarding warrants issued to the
noteholder. The secured debt obligations mature as follows:


           2001                                      $ 1,946,323
           2002                                          498,120
           2003                                          525,526
           2004                                          576,254
           2005                                          631,875
        Thereafter                                     7,538,116
                                                     -----------
                                                     $11,716,214
                                                     ===========



                                      15
<PAGE>

NOTE 6 -  BRIDGE LOAN.

                    On March 11, 2000, the Company received proceeds of two
          bridge loans aggregating $1,000,000. The loans, which bear interest at
          10% per annum payable quarterly, are payable nine months from
          issuance.To obtain the loans, the Company issued to each loan holder
          125,000 shares of unregistered common stock with on-demand
          registration and unlimited piggyback rights. The fair value of the
          shares at issuance aggregating $125,000 will be charged to operations
          as additional interest over the life of the loans.

                    The loans may be repaid anytime within nine months of
          issuance, however, the loans must be repaid out of the proceeds of a
          financing greater than $2,000,000. Initially the loans are convertible
          into common stock at $1.50 per share. In the event the loans are not
          redeemed in full within nine months from issuance, the loans are in
          default, and become convertible at $1.00 per share for the first 90
          days of the default period and are further reduced to $.50 thereafter.
          In addition, in the event of default, the Company must issue to each
          of the loan holders 50,000 warrants exercisable at $.25 per share for
          each 30 days period until repaid.

                    The Company employed the services of a financial consultant
          to arrange for the above financing. The consultant received as payment
          for this service (i) a 10% interest bearing note payable on December
          10, 2000 in the amount of $100,000, (ii) 27,500 shares of the
          Company's common stock whose fair market value at date of issuance was
          $13,750, and (iii) the same default remedies as the bridge loan
          holders.


NOTE 7 -  CAPITAL STOCK.

          (a)         Capital stock for consideration other than cash:

                    During 2000, the Company issued 252,500 shares having a fair
          market value on the date of issuance was $214,625 to two
          officer/directors and another director for satisfaction for accrued
          compensation in the amount of $214,625.

                    During 2000, a financial consultant was issued 27,500 shares
          having a fair market value on the date of issuance was $13,750 for
          service rendered in arranging the bridge loan.

                    During 2000, the Company issued 250,000 of its common shares
          having a fair market value on the date of issuance of $125,000 as
          additional consideration for the bridge loan.

          (b)         Stock Issued for Cash:

                    During 2000, the Company sold 634,500 shares of its common
          stock and warrants to acquire an additional 634,500 common shares at
          prices ranging from $1.00 to $1.25 pr share for an aggregate of
          $388,500.

                                      16
<PAGE>

NOTE 8 -  STOCK OPTIONS AND WARRANTS.

                    A summary of activity related to non-qualifying stock
          options and warrants granted by the Company is as follows:

                                                      Exercise
                                                       Price
                                                        Per
                              Options    Warrants      Share
                             ----------  ---------  -------------
Outstanding at January 1,
 1999                           10,000     200,000  $2.53 to $2.60

Cancelled                      (10,000)             $2.53
Granted during 1999            420,000   1,380,000  $1.00 to $1.75
                              --------   ---------

Outstanding at December
 31, 1999                      420,000   1,580,000  $1.00 to $2.60



Granted during 2000            300,000     884,500  $1.00 to $1.25
                              --------   ---------

Outstanding at March 31,
 2000                          720,000   2,464,500  $1.00 to $2.60


          (a)         Stock Options:

                    The Company has entered into new employment agreements with
          its executive officer and its Secretary in 2000. These officers
          received as a condition of their contract options to purchase 200,000
          and 100,000, respectively, shares of common stock at $1.00 per share,
          the fair market value at the date of grant, through January 2007.
          Half of these options are exercisable in January 2002 and the officers
          are first able to exercise the other 50% in January 2003.

                    Assuming the fair market value of the stock at the date of
          grant to be equal to option exercise price, the life of the options to
          be from 1.3 years to 7 years the expected volatility at 200%, expected
          dividends are none, and the risk-free interest rate of 10%, the
          Company would have recorded compensation expense of $19,677 and $8,052
          for the three months ended March 31, 2000 and 1999, respectively, as
          calculated by the Black-Scholes option pricing model. As such,
          proforma net loss and loss per share would be as follows:



                                                       For the Years Ended
                                                            March 31,
                                                    ---------------------------
                                                        2000           1999
                                                    -----------     -----------

Net loss as reported                                  ($804,304)      ($455,618)
Additional compensation                                  27,376           8,052
                                                    -----------     -----------
Adjusted net loss                                     ($831,680)      ($463,670)
                                                    ===========     ===========
Loss per share as reported                                ($.15)          ($.14)
                                                    ===========     ===========
Adjusted loss per share                                   ($.16)          ($.14)
                                                    ===========     ===========


                                      17
<PAGE>



NOTE 8 -  STOCK OPTIONS AND WARRANTS.  (Continued)

          (b)         Warrants Granted in 2000:

                    As an inducement to purchase shares of the Company's common
          stock, warrants to purchase 634,500 shares were granted to individuals
                    who purchased stock in 2000. The warrants are exercisable at
          various times through March 15, 2002 at prices ranging from $1.00 to
          $1.25.

                    As a condition of their employment contracts, the Company's
          CEO and Secretary were issued warrants exercisable for three years to
          acquire 100,000 and 50,000 shares of the Company's common stock for
          $1.00 per share which was the fair value of the common stock at the
          date of issuance. The Secretary also received a warrant to acquire
          100,000 common shares at $1.00 per share.


                                      18
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         ----------------------------------------------------------------------
OF OPERATIONS
-------------

The following information should be read in conjunction with the unaudited
consolidated financial statements included herein, which are prepared in
accordance with generally accepted accounting principles ("GAAP") in the United
States for interim financial information.

Comparison of the three month period ended March 31, 2000 vs. March 31, 1999

     Consolidated revenues for the three month period ended March 31, 2000
totaled $682,325 and were comprised of $639,525, or 94%, from passenger tickets
from the NY Fast Ferry service operating from the Highlands, and about $42,800,
or 6%, from galley sales.  During the three months ended March 31, 2000 and
1999, respectively, the Company ran a total of 370 and 285 revenue trips from
its Highlands site at a 45% load factor.  The increase in total revenue trips
was the result of additional scheduled runs.  Consolidated revenues for the
comparable period in 1999 totaled $721,408 and were comprised of $498,181, or
69%, from passenger revenues, $181,727, or 25%, from charter income and about
$41,500, or 6%, from galley sales.  The charter of the M/V Finest to the
Massachusetts Steamship Authority terminated in October 1999 and therefore there
was no such income in the quarter ended March 31, 2000.  There were no net costs
of the discontinued businesses for the three-month period ended March 31, 2000
as the businesses terminated operations in the fourth quarter of 1999.  Net
costs of the discontinued businesses totaled $22,967 for the three-month period
ended March 31, 1999.

     Consolidated operating costs of $850,029 for the three months ended March
31, 2000 are directly attributable to the ferry operations as compared to
$576,364 for the same period in the prior year.  Of the current amount, 73%, or
$620,613, are direct operating costs and $229,416, or 27%, represent
depreciation of the ferry vessels and other boat equipment. For the quarter
ended March 31, 1999, 61%, or $353,256, was attributable to direct operating
costs and 39%, or approximately $223,108, represented depreciation of the ferry
vessels and other boat equipment.  The increase in operating costs from 1999 to
2000 is attributable to an increase in the price of fuel; the operating costs
related to the operation of the M/V Finest that was under charter through
October 1999 and was incorporated into the Highlands schedule in the first
quarter of 2000; and to an increase in the number of scheduled runs made by the
M/V Bravest.

     Payroll and related costs for the ferry vessel crew represented 17% of the
total direct operating costs for the period or $141,940 during the current
period as compared to $107,400, or 19%, for the prior period.  The increase
represents the additional crew for the operation of the M/V Finest.  Fuel and
oil costs accounted for 17% of the category or $140,940 in the current period
and 9% or $50,444 for the same period in the 1999. The increase is attributable
to an increase in the cost of fuel, the increase in the scheduled runs and the
operation of the M/V Finest.  Fuel costs in the current quarter under review
ranged from $1.25 to $1.80 per gallon as compared to an average of $.50 per
gallon during the prior year.  Docking fees and fees to the owner of the parking
facility totaled $100,153 and $74,300, or 12% and 13% of the direct operating
costs for the quarter under review in 2000 and 1999, respectively. Boat
maintenance and supplies, which included a scheduled engine overhaul and other
unscheduled maintenance, accounted for about $149,000, or 18% and $71,625, or
12%, of the category for the three month period in 2000 and 1999, respectively.
Insurance costs totaled $36,183, or 4%, of the total direct operating costs in
2000 as compared to $22,180, or 5%, of the total direct operating costs in 1999.
Costs of sales related to galley revenues totaled $27,367 and $27,289 in 2000
and 1999,

                                      19
<PAGE>

respectively, or 3% and 5% of the category. Other direct operating costs
amounted to $24,988 or 3% of the category for the current quarter.

     Marketing and administrative expenses for the three months ended March 31,
2000 totaled $283,238 compared to $248,359 for the same period in the prior
year.  Of the 2000 total marketing and administrative expenses $95,856, or 33%,
is attributable to administration of the ferry service and $187,382, or 67%, is
attributable to corporate administration, compared to $105,013, or 42%, and
$143,346, or 58%, respectively for 1999.  Marketing expenses totaled $3,760 and
$6,221 for the quarters under review in 2000 and 1999, respectively.

     Salaries and related benefits account for 55% or $143,468 of the total
marketing and administrative expenses, compared to $152,465 or 61% in 1999.  The
reduction in expense in 2000 is due to changes in the employment agreements with
certain current and former officers.  Office facility expense for the current
period amounted to $7,120, or 3% of the category, and $14,715, or 6%, for the
same period in 1999.

     Other marketing and administrative expenses for the three-month periods
ended March 31, 2000 and 1999 total approximately $106,140 and $74,950.  In the
current period, professional services amount to approximately $70,300, and
includes legal and auditing services primarily attributable to the audit of the
Company's financial statements and its securities filings and certain
engineering and related services.  Legal and audit expenses for the same period
in 1999 totaled $41,940.  Of the remaining $35,800, approximately $5,000 is
attributable to travel expense and $30,800 is attributable to telephone expense,
office supplies and other expenses related to corporate activity.  By
comparison, for the same period in 1999 travel expense amounted to $12,131, and
approximately $20,880 was attributable to telephone expense, office supplies and
other expenses related to increased corporate activity.

     In each of the quarters ended March 31, 2000 and 1999, the Company recorded
amortization of goodwill expense of $20,236, which was related to its
acquisition of NY Fast Ferry.

     Interest expense for the three months ended March 31, 2000 was $333,126,
primarily attributable to meeting the current obligations of the NY Fast Ferry,
including the mortgages on the vessels and debt financing of the Company's
current operations and business development.  Of the total interest expense, the
amount paid in connection with the vessel mortgages and line of credit totaled
$286,657.  For the same period in 1999, interest expense totaled $319,707, of
which $292,360 was attributable to the vessel mortgages and line of credit.

Liquidity and Capital Resources.
--------------------------------

     Since inception, the Company has funded its operations primarily through
cash generated from private placements of debt and equity securities and
institutional financing. In October 1998, the Company acquired 80% of the stock
of New York Fast Ferry and commenced operating fast ferry service from
Highlands, New Jersey. As part of the transaction, the Company guaranteed
payment and satisfaction of NY Fast Ferry's outstanding liabilities, which
included mortgages on its two ferry vessels and a line of credit. The NY Fast
Ferry operation

                                      20
<PAGE>

generates sufficient cash-flow to cover its direct operating costs. However, the
NY Fast Ferry operation does not yet generate enough cash to make principal and
interest payments for both boat mortgages, carry its other debt, to fund the
capital improvements and capital expenditures necessary for the Company to
expand its operations and to implement its strategic business objectives.

     As of March 31, 2000, two outstanding notes payable and preferred ship
mortgages held by debis Financial Services, Inc., one on the ferry M/V Finest
and one on the ferry M/V Bravest, were $5,110,238 and 5,077,876, respectively,
which bear interest at 9.25% per annum.  Both ship mortgages each require
monthly payments of principle and interest in the amount of $56,719 through
September 10, 2005, with final payments of $3,626,691 and $3,572,971,
respectively, due on October 10, 2005.

     The line of credit assumed by the Company had an outstanding balance at
March 31, 2000 of $1,123,684 with the same financial institution that holds the
preferred ship mortgages. The line of credit, secured by the M/V Finest and the
M/V Bravest, requires monthly payments of $15,000 through April 10, 2000, and
final principal payment of $934,319 on December 10, 2000. As of this filing the
line of credit is current. The note carries no interest, but has been discounted
to a net present value using a discount rate of 9.25% per annum. These two
preferred ship mortgages and the line of credit are further secured by cross
collateralization agreements, assignment of personal property, a pledge of a
potential receivable arising out of a lawsuit against the City of New York, and
a Company guarantee. Moreover, the financial institution was granted warrants to
purchase 200,000 shares of Company stock at $2.60 per share exercisable through
March 16, 2004.

     On March 1, 2000 the company received $1,000,000 as a convertible bridge
loan due December 11, 2000, with interest at 10% per annum and is payable
quarterly.  The loan may be prepaid at any time, but must be repaid out of the
proceeds of any financing in excess of $2,000,000. The loan is convertible to
common shares of the company at the rate of one share for each $1.50 of
indebtedness. In addition, to the 10% interest, the company issued 250,000
common shares, which the company valued at $0.50 per share, as additional
consideration.  Further shares are issuable in the event of a default.

     In June 1999, the Company obtained financing in the net amount of $300,000
from an unrelated third party that is secured by a second mortgage on the
property of the Shrewsbury River, subject to a real estate tax lien, and by a
personal guarantee of a major shareholder.  The note carries an annual interest
rate of 18% and is payable in monthly installments, applied first to interest,
as follows: from July 10, 1999 through December 10, 1999, $10,000 per month;
from January 10, 2000 through May 10, 2000, $15,000 per month; and commencing
June 10, 2000, three monthly installments each equal to one-third of the
outstanding balance on June 10, 2000.  As of March 31, 2000 the Company was
current in these obligations.  As an inducement to enter into the loan, the
Company issued the lender 25,000 shares of common stock in June 1999 and an
additional 25,000 shares in December 1999.

     In the three months ended March 31, 2000, the Company had raised proceeds
of $388,500 through the private placement of 634,500 shares of restricted common
stock to qualified

                                      21
<PAGE>

investors. The Company also issued 252,500 shares of restricted common stock to
three directors and officers in satisfaction of unpaid compensation amounting to
$214,625.

     The Company, as of March 31, 2000, had a working capital deficiency of
$2,673,209. Furthermore, in the planned development of its commercial
operations, the Company's combined losses are expected to continue as the
Company divests its non-core assets and commences ferry service until each of
its sites become fully operational.  The Company's ability to meet its
obligations in the ordinary course of business is dependent upon its ability to
continue to obtain adequate financing and/or to successfully expand its ferry
operations. Furthermore, capital expenditures to acquire additional fast ferry
vessels and improve and expand its landside ferry facilities will require
significant funding.

     The Company has been successful to date in its efforts to raise funds and
believes that proceeds from anticipated interim financing together with
available funds and cash flows expected to be generated by operations will be
sufficient to meet its anticipated cash needs for working capital and capital
expenditures for at least the next twelve months.  Furthermore, the Company has
begun to negotiate more favorable payment terms with certain creditors that
require significant principal payments in the next twelve months.  In the event
the Company's plans change, its assumptions change or prove to be inaccurate or
if the proceeds of the interim financing or cash flows prove to be insufficient
to fund operations, the Company may find it necessary or desirable to reallocate
funds within the above described business strategies, seek additional financing
or curtail its activities. There can be no assurance that additional financing
will be available on terms favorable to the Company, or at all, or that the
Company will be able to negotiate more favorable payment terms with its existing
creditors.  If adequate funds are not available or are not available on
acceptable terms, the Company may not be able to meet its current obligations,
take advantage of unanticipated opportunities, develop new services or otherwise
respond to unanticipated competitive pressures. Such inability could have a
material adverse effect on the Company's business, financial condition and
results of operations.

Subsequent Events.
-----------------

     Ray Wright tendered his resignation as Treasurer, effective March 15, 2000,
but has continued to serve as a consultant to the Company.  John Ferreira
accepted the position of Chief Financial Officer of the Company, effective May
1, 2000.

Forward-Looking Statements.
--------------------------

     Discussions and information in this document, which are not historical
facts, should be considered forward-looking statements.  With regard to forward-
looking statements, including those regarding the potential interim financing,
the sufficiency of the cash flow, and the business prospects or any other aspect
of the Company, actual results and business performance may differ materially
from that projected or estimated in such forward-looking statements.  The
Company has attempted to identify in this document certain of the factors that
it currently believes may cause actual future experience and results to differ
from its current expectations.  Differences may be caused by a variety of
factors, including adverse economic conditions, entry of new and stronger
competitors in the ferry business, insufficient parking space for potential

                                      22
<PAGE>

ferry customers, inadequate capital and the inability to obtain funding from
third parties, unexpected costs, and the inability to obtain or keep qualified
personnel.


                          PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
         -----------------------------------------

(c)  In January 2000, the Company sold 97,500 shares of common stock at $1.00
     per share, less a finder's fee of $8,500, and an equal number of warrants
     good for purchasing shares of common stock for $1.25 per share, exercisable
     for one year, to five investors who were all accredited investors. The
     offering was conducted in reliance on Section 4(2) of the Act and Rule 506.

     In February 2000, the Company sold 50,000 shares of common stock at $1.00
     per share, and an equal number of warrants good for purchasing shares of
     common stock at $1.25 per share, exercisable for one year, to four
     investors who were all accredited investors. The offering was conducted in
     reliance on Section 4(2) of the Act and Rule 506.

     In March 2000, the Company sold 450,000 shares of common stock at $0.50 per
     share, and an equal number of warrants good for purchasing shares of common
     stock at $1.00 per share, exercisable for two years, to three investors who
     were all accredited investors. The offering was conducted in reliance on
     Section 4(2) of the Act and Rule 506.

     In March 2000, the Company sold 25,000 shares of common stock at $0.50 per
     share, and an equal number of warrants good for purchasing common stock at
     $1.25 per share, exercisable for one year, to an accredited investor. The
     offering was conducted in reliance on Section 4(2) of the Act and Rule 506.

     In March 2000, the Company issued 10,000 shares of its common stock to one
     investor and 2,000 shares to another investor, both of whom were accredited
     investors, at $1.00 per share, with an equal number of warrants at $1.00
     per share, exercisable for one year. The offering was conducted in reliance
     on Section 4(2) of the Act and Rule 506.

     In March 2000, the Company issued 125,000 shares of its common stock each
     to two accredited investors (250,000 shares total), in consideration of a
     $1,000,000 bridge loan to the Company. The finder in the transaction
     received 27,500 shares. The transaction was conducted in reliance on
     Section 4(2) of the Act and Rule 506.


ITEM 5.   OTHER INFORMATION
          -----------------

     The registration statement of the Company was effective on March 27, 2000.
     The Commission file number is 0-29205.

                                      23
<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

(a)  Exhibit 3.1 - Certificate of Incorporation, as amended. /(1)/

     Exhibit 3.2 - Bylaws. /(1)/

     Exhibit 10.4 - Letter of Intent for vessel construction. /(2)/

     Exhibit 10.5.1 - Employment Agreement with John Ferreira. /(3)/

     Exhibit 10.5.2 - Employment Agreement with Anthony Cappaze. /(3)/

     Exhibit 10.5.3 - Employment Agreement with Anthony Colasanti. /(3)/

     Exhibit 27.1 - Financial Data Schedule.  Filed herewith.

---------
(1)  Incorporated by reference from the Company's Registration Statement on Form
     10-SB, File No. 0-29205.

(2)  Incorporated by reference from the Company's Form 10-KSB/A No. 1, for the
     fiscal year ended December 31, 1999, File No. 0-29205.

(3)  Incorporated by reference from the Company's Registration Statement on Form
     10-SB/A No. 1, File No. 0-29205.

(b)  Reports on Form 8-K: During the quarter ended March 31, 2000, the Company
     filed no reports on Form 8-K.

                                      24
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10- QSB/A No. 1 to be signed on its behalf
by the undersigned thereunto duly authorized.


                                     LIGHTHOUSE LANDINGS, INC.


Date:  June 28, 2000                 By: /s/Anthony Cappaze
                                        _____________________________________
                                          Anthony Cappaze, President Chief
                                          Executive Officer and Director


Date:  June 28, 2000                 By: /s/Anthony Colasanti
                                        _____________________________________
                                          Anthony Colasanti, Secretary and
                                          Director


Date:  June 28, 2000                 By: /s/John Ferreira, Jr.
                                        _____________________________________
                                          John Ferreira, Jr., Chief Financial
                                          Officer



                                      25