<PAGE>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              FORM 10-QSB/A No. 2

(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 FAST FERRY, INC.
           ---------------------------------------------------------
       (Exact name of small business issuer as specified 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)

                           LIGHTHOUSE LANDINGS, INC.
                           -------------------------
  (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
May 19, 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. AND SUBSIDIARIES

Interim Consolidated Financial Statements
March 31, 2000
(Unaudited)

                                   I N D E X
                                   ---------


<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
</TABLE>

                                       2
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED 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                                                     261,985            51,764
                                                            ------------     -------------

                                                            $ 14,209,526     $  13,753,060
                                                            ============     =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

Current liabilities:
  Bridge loan payable                                       $  1,110,000     $           -
  Current maturities of long-term debt                         1,846,323         1,879,764
  Notes payable - stockholders                                   125,000           125,000
  Accounts payable and accrued expenses                          875,674           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 - 6,049,795 shares
      March 31, 2000 and 4,905,795 in December 31,
       1999                                                       60,678            49,058
  Additional paid-in capital                                   6,041,593         5,312,588
  Accumulated deficit                                         (5,948,675)       (5,144,371)
                                                            ------------     -------------
        Total stockholders' equity                               153,596           217,275
                                                            ------------     -------------

                                                            $ 14,209,526     $  13,753,060
                                                            ============     =============
</TABLE>

    See accompanying notes to consolidated condensed financial statements.

                                       3
<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
                                                            ------------     ----------

Costs of Services:
  Ferry operations                                               620,613        353,256
  Depreciation                                                   229,416        223,108
                                                            ------------     ----------
Total operating costs                                            850,029        576,364
                                                            ------------     ----------

Gross margin                                                    (167,704)       145,044
                                                            ------------     ----------
Other operating costs and expenses:
  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.

                                       4
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

           CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

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

<TABLE>
<CAPTION>
                                                                     Additional                            Total
                                       Common Stock                    Paid-In        (Accumulated     Stockholders'
                                      --------------
                                          Number        Amount         Capital          Deficit)           Equity
                                      --------------  -----------  ---------------  ----------------  ----------------
<S>                                   <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                          257,000        2,750          134,750             -              137,500

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

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

                                           6,049,795      $60,678       $6,041,593      ($5,948,675)       $  153,596
                                           =========      =======       ==========      ===========        ==========
</TABLE>



    See accompanying notes to consolidated condensed financial statements.

                                       5
<PAGE>

                   LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                      For the Three
                                                      Months Ended
                                                        March 31,
                                                 ------------------------
                                                    2000          1999
                                                 ----------     ---------

Cash flows from operating activities:
  Net loss continuing operations                ($  804,304)   ($ 432,651)
                                                 ----------     ---------
  Adjustments to reconcile net loss to
      net cash 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 revenue                                 41,501        16,783
    Increase (decrease) in cash flows as a result
       of changes in assets and liability accounts
        balances:
      Inventories                                       373        (3,192)
      Prepaid expenses and other current assets      39,894        13,860
      Accounts payable                              (43,621)       85,880
      Accrued officers compensation                 (26,764)       20,578
                                                 ----------     ---------
  Total adjustments                                 308,971       414,660
                                                 ----------     ---------

Net cash used in continuing operations             (495,333)      (17,991)

Net cash used in discontinued operations            (39,518)            -
                                                 ----------     ---------
Net cash flow used in operating activities         (534,851)      (17,991)
                                                 ----------     ---------

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

Cash flows from financing activities:
  Proceeds from loans                             1,000,000       400,000
  Repayment 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 increase in cash                                477,747       137,060

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

Cash at end of year                              $  575,704     $ 199,666
                                                 ==========     =========



     See accompanying notes to consolidated condensed financial statements.

                                       6
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

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


Cash paid during the year:

     Interest                                          $320,205       $313,708
                                                       --------       --------

     Income taxes                                      $   -          $   -
                                                       --------       --------
Supplemental schedules of non-cash activities:

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

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

 Note issued as payment of consultant's fee            $110,000       $   -
                                                       --------       --------


     See accompanying notes to consolidated condensed financial statements

                                       7
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED CONDENSED 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 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 two 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.

                                       8
<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 10-KSB, as amended. These unaudited
          financial statements should be read in conjunction with the financial
          statements and notes thereto included in the Company's annual report
          contained in Form 10-KSB, as amended.


          (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.


          (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.

                                       9
<PAGE>

                    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. The
          tickets which are dated expire (90) ninety days after issuance and are
          non-refundable and non-extendable. Accordingly, the Company determines
          the unused portion of tickets 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.

                    The other revenues generated by the Company, for example the
          sale of food through the ferries' concession stands, are recognized
          when the services have been rendered. To date, other revenues have not
          been significant.


          (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.

                                       10
<PAGE>

          (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.


          (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 operations
          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
          convertible 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
                                                       ==============

                                       11
<PAGE>

     (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
                                                                ===========


     (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
                                                            ===========

                                       12
<PAGE>

NOTE 5 -    LONG-TERM DEBT.

                    Long-term debt is as follows:




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.

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




Other                                                                     4,416
                                                                    -----------

                                                                     11,616,214
Portion due within one year                                           1,846,323
                                                                    -----------

Long-term debt - less current maturities                            $ 9,769,891
                                                                    ===========


(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                             $ 1,846,323
                            2002                                 498,120
                            2003                                 525,526
                            2004                                 576,254
                            2005                                 631,875
                         Thereafter                            7,538,116
                                                             -----------

                                                             $11,616,214
                                                             ===========

                                       13
<PAGE>

NOTE 6 -       BRIDGE LOAN.

               The Company received the proceeds of two bridge loans aggregating
         $1,000,000 from two private investment funds, both of which are
         controlled by an individual stockholder of the Company. The loans bear
         interest at 10% per annum payable quarterly and are payable nine months
         from issuance. To obtain the loans, the Company paid an aggregate
         finders fee consisting of 250,000 shares of unregistered common stock
         with on-demand registration and unlimited piggyback rights. The fair
         value of the shares at issuance aggregated $125,000 which will be
         charged to operations over the life of the loan.

               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 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) 25,000 shares of the Company's
         common stock whose fair market value at date of issuance was $12,500
         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 an employee/stockholder
         and a director for satisfaction for accrual liabilities.

             During 2000, a financial consultant was issued 25,000 shares having
         a fair market value on the date of issuance was $12,500 for service
         rendered in arranging the bridge loan.

             During 2000, the Company paid finders fees consisting of 250,000
         shares having a fair market value on the date of issuance was $125,000


         (b) Stock Issued for Cash:

             During 2000, the Company sold 634,500 shares of its common stock
         for $388,500.

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:

                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                                   Exercise Price
                                       Options       Warrants        Per Share
                                     -----------  --------------  ----------------
<S>                                  <C>          <C>             <C>
Outstanding at January 1, 1999          $ 10,000      $  200,000   $1.88 to $2.60
Granted during 1999                      410,000       1,380,000   $1.00 to $1.75
                                        --------      ----------

Outstanding at December 31, 1999         420,000       1,580,000   $1.88 to $2.60

Granted during 2000                      150,000         634,500   $1.25 to $1.38
                                        --------      ----------

Outstanding at March 31, 2000           $570,000      $2,214,500
                                        ========      ==========
</TABLE>

         (a)  Stock Options Granted in 2000:

                    The Company granted an option to an employee/director to
         purchase 150,000 shares at a price of $1.00 per share which was the
         fair market value at the date of grant. Such option is exercisable
         through January 2, 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 2 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          19,677             8,052
                                             ---------         ---------

               Adjusted net loss             ($823,981)        ($463,670)
                                             =========         =========

               Loss per share as reported        ($.15)            ($.14)
                                             =========         =========

               Adjusted loss per share           ($.15)            ($.14)
                                             =========         =========

         (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 $0.50 to $2.00.

NOTE 9 - RESTATEMENT.

                    The consolidated financial statements have been restated to
         give effect to certain comments made by the Securities and Exchange
         Commission regarding additional informational disclosures in the notes
         to consolidated condensed financial statements on reclassification of
         items contained in the financial statements.

                                       15
<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

                                       16
<PAGE>

$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, 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

                                       17
<PAGE>

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 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, required monthly payments of $15,000 through April 10, 2000, and
final principal payment of $934,319 on December 10, 2000. The Company has
renegotiated the terms regarding the payment of the balance. The balance will
now be paid over 24 months, with interest at prime rate, and quarterly principal
payments of $116,789.79 beginning March 10, 2001. 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 two $500,000
convertible bridge loans due December 11, 2000, with interest at 10% per annum
and is payable quarterly. The loans may be prepaid at any time, but must be
repaid out of the proceeds of any financing in excess of $2,000,000. The loans
are 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 was 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. The Company made a principal payment in
July 2000, reducing the balance to $58,694. The Company has renegotiated the
terms of the note, such that the Company will now make interest only payments on
the balance until a final payment is made

                                       18
<PAGE>

before December 31, 2000. As an inducement to enter into the loan, the Company
issued to 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 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 sold in the second and
third quarters, 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.

     In July 2000, the Company entered into an agreement with the holders of the
remaining 20% of issued and outstanding shares of Fast Ferry Holding Corporation
to purchase those shares by the extended deadline of October 30, 2000.

                                       19
<PAGE>

     On September 19, 2000, the Company changed its name from Lighthouse
Landings, Inc. to Lighthouse Fast Ferry, Inc.

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 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.

     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.

     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.

     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.

     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,

                                       20
<PAGE>

     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.

     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.

                                       21
<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 10.5.2  Employment Agreement with Anthony Cappaze./(1)/

     Exhibit 10.5.3  Employment Agreement with Anthony Colasanti./(1)/

     Exhibit 27.1 - Financial Data Schedule.  Filed herewith.

---------------
(1)  Incorporated by reference from the Company's Registration Statement on Form
     10-SB, as amended.

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


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

                                       22
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-QSB/A No. 2 to be signed on its behalf
by the undersigned thereunto duly authorized.


                               LIGHTHOUSE LANDINGS, INC.


Date: October 12, 2000         By: /s/ Anthony Cappaze
                                   ------------------------------------------
                                   Anthony Cappaze, President, Chief
                                   Executive Officer and Director


Date: October 12, 2000         By: /s/ John Ferreira
                                   ------------------------------------------
                                   John Ferreira, Jr., Chief Financial Officer


Date: October 12, 2000         By: /s/ Anthony Colasanti
                                   ------------------------------------------
                                   Anthony Colasanti, Vice President,
                                   Secretary and Director

                                       23