UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

(Mark One)



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934



For the quarterly period ended June 30, 2005



[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT



For the transition period from ___________ to _____________



Commission file number 0-32047



HAMPTONS LUXURY HOMES, INC.



(Exact name of small business issuer as specified in its charter)



|Delaware                                                                             11-3320705
(State or other jurisdiction of                                                      (IRS Employer
incorporation or organization)                                                   Identification No.)                                                                                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Roy Dalene, President
PO Box 871
367 Butter Lane
Bridgehampton, New York 11932
(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(631) 537-1600
(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 [  ]   No [ X ]

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 32,210,000 shares of Common Stock, as of July 18, 2005.

Transitional Small Business Disclosure Format (check one): Yes [   ]   No [ X ] .





1







HAMPTONS LUXURY HOMES, INC.







|                                                                                        | Page Number
|--------------------------------------------------------------------------------------- | -----------
|PART 1 - Financial Information                                                          |            
|                                                                                        |            
|Item 1 - Unaudited Consolidated Financial Statements:                                   |            
|                                                                                        |            
|Consolidated Balance Sheet as of  June 30, 2005                                         | 3          
|                                                                                        |            
|Consolidated Statements of Operations for the Three Months Ended June 30, 2005 and 2004 | 4          
|                                                                                        |            
|Consolidated Statements of Operations for the Six Months Ended June 30, 2005 and 2004   | 5          
|                                                                                        |            
|Consolidated Statements of Cash Flows  for the Six Months Ended June 30,  2005 and 2004 | 6          
|                                                                                        |            
|Notes to Unaudited Consolidated Financial Statements                                    | 7          
|                                                                                        |            
|Item 2. - Managements Discussion and Analysis or Plan of Operation                     | 9          
|                                                                                        |            
|Item 3.  Controls and Procedures                                                        | 16         
|                                                                                        |            
|PART II. - Other Information (Items 1-6)                                                | 17         
|                                                                                        |            
|                                                                                        |            
|                                                                                        |            





2







HAMPTONS LUXURY HOMES, INC.



Consolidated Balance Sheet

June 30, 2005

(unaudited)





|ASSETS                                                  |          
|------------------------------------------------------- | ---------
|                                                        |          
|CURRENT ASSETS:                                         |          
|Cash                                                    | $   9,528
|Deferred project costs                                  | 9,797    
|Total Current Assets                                    | 19,325   
|                                                        |          
|                                                        |          
|TOTAL ASSETS                                            | $ 19,325 
|                                                        |          
|                                                        |          
|LIABILITIES AND STOCKHOLDERS DEFICIT                   |          
|                                                        |          
|CURRENT LIABILITIES:                                    |          
|Advances from customer                                  | $ 11,016 
|Due to related party                                    | 80,356   
|Accrued expenses                                        | 7,200    
|Total Current Liabilities                               | 98,572   
|                                                        |          
|STOCKHOLDERS DEFICIT:                                  |          
|                                                        |          
|Common stock $0.0001 par value; authorized: 200,000,000 |          
|shares; shares issued and outstanding 32,210,000        | 3,221    
|Additional paid-in capital                              | 34,400   
|Deferred compensation                                   | (4,950)  
|Accumulated deficit                                     | (111,918)
|                                                        |          
|Total Stockholders Deficit                             | (79,247) 
|                                                        |          
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT             | $ 19,325 
|                                                        |          
|See notes to financial statements                       |          





3







HAMPTONS LUXURY HOMES, INC.



Consolidated Statements of Operations

Three Months Ended June 30, 2005 and 2004

(unaudited)







|                                                     | 2005             |  | 2004        
|---------------------------------------------------- | ---------------- |  | ------------
|                                                     |                  |  |             
|Revenue                                              | $              - |  | $          -
|                                                     |                  |  |             
|Operating expenses                                   | 105,882          |  | 2,622       
|                                                     |                  |  |             
|Net loss                                             | $ (105,882)      |  | $ (2,622)   
|                                                     |                  |  |             
|Basic loss per share                                 | $         (.00)  |  | $     (.00) 
|Weighted average number of common shares outstanding | 32,210,000       |  | 32,210,000  
|                                                     |                  |  |             
|                                                     |                  |  |             
|See notes to financial statements                   







4







HAMPTONS LUXURY HOMES, INC.



Consolidated Statements of Operations

Six Months Ended June 30, 2005 and 2004

(unaudited)







|                                                     | 2005          |  | 2004        
|---------------------------------------------------- | ------------- |  | ------------
|                                                     |               |  |             
|Revenue                                              | $  12,993     |  | $          -
|                                                     |               |  |             
|Operating expenses                                   | 110,832       |  | 6,119       
|                                                     |               |  |             
|Net loss                                             | $ (97,839)    |  | $ (6,119)   
|                                                     |               |  |             
|Basic and diluted loss per share                     | $       (.00) |  | $     (.00) 
|Weighted average number of common shares outstanding | 32,210,000    |  | 32,210,000  
|                                                     |               |  |             
|                                                     |               |  |             
|See notes to financial statements                   











5







HAMPTONS LUXURY HOMES, INC.



Consolidated Statements of Cash Flows

Six Months Ended June 30, 2005 and 2004

(unaudited)







|                                                                      |              |  |           
|--------------------------------------------------------------------- | ------------ |  | ----------
|                                                                      | 2005         |  | 2004      
|OPERATING ACTIVITIES:                                                 |              |  |           
|Net loss                                                              | $ (97,839)   |  | $  (6,119)
|Adjustment to reconcile net loss to cash
used in operating activities |              |  |           
|Amortization of deferred compensation                                 | 4,950        |  | 4,950     
|Changes in assets and liabilities                                     |              |  |           
|Increase in accrued expenses                                          | 2,200        |  | -         
|Increase in deferred project costs                                    | (466)        |  | (1,350)   
|                                                                      |              |  |           
|Net Cash Used In Operating Activities                                 | (91,155)     |  | (2,519)   
|                                                                      |              |  |           
|FINANCING ACTIVITIES:                                                 |              |  |           
|Advances from related party                                           | 80,356       |  | -         
|                                                                      |              |  |           
|DECREASE IN CASH                                                      | (10,799)     |  | (2,519)   
|                                                                      |              |  |           
|CASH AT BEGINNING OF PERIOD                                           | 20,327       |  | 3,188     
|CASH AT END OF PERIOD                                                 | $   9,528    |  | $    669  
|                                                                      |              |  |           
|SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:                        |              |  |           
|Cash Paid For:                                                        |              |  |           
|Interest                                                              | $          - |  | $       - 
|Income taxes                                                          | $          - |  | $       - 



See notes to financial statements





6







HAMPTONS LUXURY HOMES, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited)





NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION



The Company was incorporated as Southampton Partners, Inc.  in the State of Delaware on May 15, 1996 and in October 2003, the Company changed its name to Hamptons Luxury Homes, Inc. The Company was inactive from January 2002 until December 2003. In December 2003, the Company commenced operations as a builder of single family homes, a provider of administrative construction services and a distributor of building materials in the Hamptons area of Long Island, New York.



The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10QSB and Item 310 of Regulation SB.  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, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-KSB, as of December 31, 2004 .



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.



NOTE 2 -- GOING CONCERN



The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  As of December 31, 2003, the Company has an accumulated stockholders deficit of $14,079 and has not established sufficient revenues to cover its operating costs to allow it to continue as a going concern.  These factors, among others, indicate that the Company's continuation as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.



The Company has entered into agreements to commence operations and provide revenues.



The Company will offer noncash consideration and seek equity lines as a means of financing its operations.  However, it currently has no source of capital or financing if needed. If the Company is unable to complete existing contracts profitably and then obtain additional contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.



7







NOTE 3 DUE TO RELATED PARTY



The Company devoted a substantial portion of its resources during the three and six month periods ended June 30, 2005 starting the process to become current in its reporting under the Securities Exchange Act of 1934, engaging public relations, legal and financial advisors, and seeking assistance in raising investment funding after it is current in its reporting requirements. A substantial portion of the expenses incurred in this undertaking were paid by advances aggregating $80,356 from an entity affiliated with the Companys President and Chief Financial Officer. The terms of these advances have not yet been formalized.



On April 29, 2005, the Company, together with another entity controlled by the Companys President and CFO, entered into an agreement with Chanin Capital L.L.C (Chanin) under which Chanin agreed to seek out possible investments funds in the form of: (i) common stock, convertible preferred stock, convertible debt securities, preferred stock, equity-linked securities, equity or equity-linked joint ventures or other equity or equity-linked arrangements, including, without limitation, debt securities (as distinguished from bank debt) with warrants; or (ii) secured or unsecured loans or lines of credit. Chanin is entitled to receive a fee ranging from 1% to 6% of amounts raised. Chanin received a fee of $50,000 concurrent with executing the Agreement which was paid from a portion of the proceeds of the advances from  related party.



NOTE 4  SUBSEQUENT EVENT



The Company has agreed to issue 10,000 shares over the 12 month period ended July 2006 in consideration for public relations and marketing services.



8







ITEM II



MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN

OF OPERATION



Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995



Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may, should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Companys actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company.  These include the Companys lack of historically profitable operations, dependence on key personnel, the success of the Companys business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and other public communications.



Operations



We were inactive for the five years prior to December 2003 with no revenues whatsoever.



In December 2003, we entered into signed contracts covering the construction of nine homes for a total price of $2,125,000 and subsequently entered into contracts to provide administrative construction services. We believe that the aggregate contracts in place at August 15, 2005 have the potential to generate earnings of up to $380,000 through the third quarter of 2006 if they are completed as planned without unexpected delays or problems. We cannot provide any assurances that the contracts will be completed as planned without problems or delays. As a company we have no experience in home construction and will engage an outside contractor to supervise the construction which will take place in Southampton Township on Long Island. Construction of these homes is expected to start in the summer/fall of 2005 and be completed in the third quarter of 2006. Prior to starting construction, the customer will need to secure financing and numerous permits. As of May 2005, the customer has received a commitment for financing from Suffolk County National Bank and the permit process was underway. We received an advance from the customer of $11,016 in December 2003 to cover our upfront and planning costs of the project and will receive progress payments for work as performed



In December 2003, we hired a president and chief financial officer, both of whom have had significant experience in the construction industry and also  are affiliated with the Company that will be our primary subcontractor for building the homes covered by existing contracts.



In December 2003, we paid $2,000 to become an independent dealer of The Barden & Robeson Corporation. Barden is a custom panelized manufacturer which supplies materials for the housing and light industrial industries. Barden makes products for framing and roofing, as well as interior trim and cabinetry products. We earned our first commissions relating to the sale of Barden products in August 2004. All of our revenue in 2004 and for the six months ended June 30, 2005 relates to the Barden dealership.



In February 2005 the Company entered into agreements to provide administrative construction services of homes of others. The homes are expected to be completed in 2006.



9







In April 2005 we formed a wholly-owned subsidiary, DWD Construction Services, Inc. to perform construction supervision and advisory services to others. There are no assurances that the fees relating to existing or future contracts will be realized.



We devoted substantially all of our resources during the three and six month periods ended June 30, 2005 becoming current in our reporting under the Securities Exchange Act of 1934, engaging public relations firms, legal and financial advisors, and seeking assistance in raising investment funding after we are current in our reporting requirements. A substantial portion of the expenses incurred in this undertaking were paid by advances aggregating $80,356 from an entity affiliated with our president and chief financial officer. The terms of these advances have not yet been formalized.



We are subject to the reporting requirements of the '34 Act.  As a result, we will incur ongoing expenses associated with the professional fees for accounting, legal and a host of other expenses, including annual reports and proxy statements. We estimate that these costs will range up to $75,000 per year for the next few years and will be higher if our business volume and activity increases. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use equity to settle obligations, acquire land and compensate independent contractors, although there can be no assurances that we will be successful in any of those efforts.



Risk Factors



We are an early stage company with minimal operating history.





We have never generated significant revenues and have no significant assets. Therefore, we have insufficient operating history upon which an evaluation of our future performance and prospects can be made. Our future prospects must be considered in light of the risks, expenses, delays, problems and difficulties frequently encountered in the establishment of a new business. An investor in our common stock must consider the risks and difficulties frequently encountered by early stage companies operating in new and competitive markets. These risks include:



*

competition from entities that are much more established and have greater financial and technical resources than do we;



*

need  to develop infrastructure;



*

ability to access and obtain capital when required; and



*

dependence upon key personnel.



We cannot be certain that our business strategy will be successful or that we will ever be able to commence revenue generating activities. Furthermore, we believe that it is possible that we will incur operating losses and negative cash flow for the foreseeable future.



We have no financial resources, and our auditors report states that there is substantial doubt about our ability to continue as a going concern.



We have no financial resources. Our auditors state in their opinion on our financial statements that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.



10







We have contracts to perform work in an area of business in which we have limited meaningful experience.



We have contracts to construct nine homes and provide administrative construction services for other construction projects. As a company, we have never been engaged in home building. Although our current management team has experience in the construction industry, we will be heavily reliant on subcontractors to complete much of the required work. We can give no assurances that the subcontractors will be successful in completing the work or that the required work will be performed in a profitable manner. If the work is not completed on time in a profitable manner, we lack the resources to correct material problems. If problems do arise that require the expenditure of additional funds, that requirement may require us to cease operations.



We cannot start construction projects unless all permits required by relevant government agencies are issued.



We have contracts to build homes to the area of Long Island known as the Hamptons. There are various governmental agencies that regulate residential construction in the Hamptons. These agencies perform lengthy studies and reviews prior to issuing permits and often do not issue permits for proposed projects as planned or submitted. There is no way to predict when or if all necessary permits for a residential construction project in the Hamptons will be issued. Construction cannot commence until the approvals are received.



We will need financing which may not be available.



We have not established a source of equity or debt financing. We will require financing to establish our business and implement our strategic plan if we are unable to generate significant revenue generating contracts. There can be no assurance that financing will be available or found. If we are unable to obtain financing, we may not be able to attain profitable operations.



If we are unable to obtain financing or if the financing we do obtain is insufficient to cover any operating losses that we may incur, we may substantially curtail or terminate our operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.



Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations.



We have no committed source of financing. Wherever possible, we will attempt to use noncash consideration to satisfy obligations. In many instances, we believe that the noncash consideration may consist of shares of our stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, and that dilution may be material.



Our board of directors is authorized to issue substantial additional shares of stock, which would dilute the ownership of stockholders.





We are authorized to issue up to 200,000,000 shares of common stock, par value $.0001 per share.  Our board of directors also has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares (167,790,000).  Any such issuance will dilute the percentage ownership of shareholders and may further dilute the book value of the common stock. Such issuances may also serve to enhance existing managements ability to maintain control of the Company.



11







We will be heavily dependent on the services of Roy Dalene and Frank Dalene.

Our business strategy is completely dependent upon the knowledge and business contacts of Roy Dalene, our president, and Frank Dalene, our vice president and chief financial officer, each of whom assumed their positions with us in December 2003. If we were to lose the services of Roy and/or Frank Dalene, it is unlikely that we would be able to implement our business plan of constructing homes even if some financing is obtained.



We will need to engage and retain qualified employees and contractors to implement our strategy.



We will have to locate, engage and retain qualified and experienced professionals to undertake the work required under contracts obtained by us. If we are unable to attract experienced industry professionals, it is unlikely that we will be able to generate a material amount of revenue. No assurances can be given that we will be able to locate, engage or retain qualified industry professionals.



Substantially all of our construction contracts are with a limited number of customers.



We currently have contracts to build nine homes for an aggregate sales price of $2,125,000 and contracts to provide administrative construction services for home building of others. We believe that the aggregate contracts in place at August 15, 2005 have the potential to generate earnings of up to $380,000 through the third quarter of 2006 if they are completed as planned without unexpected delays or problems. We cannot provide any assurances that the contracts will be completed as planned without problems or delays. If there are delays affecting any project, it will adversely affect a material portion of our existing business.



Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability.



Our articles of incorporation and applicable Delaware law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.



The trading price of our common stock is likely to be subject to significant fluctuations



There can be no assurance as to the prices at which our common stock will trade, if any trading market develops at all.  Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which such stock trades may fluctuate significantly and may be lower or higher than the price that would otherwise be expected for a fully distributed issue.  Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including:

·

the depth and liquidity of the market for our common stock,

·

developments affecting the business of Hamptons Luxury Homes generally and the impact of those factors referred to below in particular,

·

investor perception of Hamptons Luxury Homes, and

·

general economic and market conditions.



12







No assurance can be given that an orderly trading market or any trading market will ever develop for our stock.



Our common stock has no prior trading market or liquidity, and there can be no assurances that any trading market will develop.



Of the 32,210,000 outstanding shares of common stock held by present stockholders, 30,000,000 are restricted securities within the meaning of Rule 144 under the Securities Act of 1933, as amended. Of the restricted shares, 1,000,100 were issued in 1997 and the remainder were issued in December 2003.



As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the 1933 Act and as required under applicable state securities laws.  Rule 144 provides in essence that a person who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of a companys outstanding common stock  The alternative average weekly trading volume during the four calendar weeks prior to the sale will not be available to our shareholders being that the OTCBB (if and when we are listed for trading) is not an automated quotation system and, accordingly, market based volume limitations are not available for securities quoted only over the OTCBB.  As a result of revisions to Rule 144 which became effective on or about April 29, 1997, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who is not an officer, director or control person of the Company) after the restricted securities have been held by the owner for a period of two years. In our case this 2 year (Rule 144K) holding period currently applies to 210,000 shares of our common stock and will apply to a further 2,000,000 shares on December 11, 2005. A sale under Rule 144 or under any other exemption from the 1933 Act, if available, or pursuant to subsequent registrations of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.



Any market that develops in shares of our common stock will be subject to the penny stock restrictions



Until our shares of common stock qualify for inclusion in the NASDAQ system, if ever, the trading of our securities, if any, will be in the over-the-counter markets which are commonly referred to as the "pink sheets" or on the OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.



SEC Rule 15g-9 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.



In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.



13







The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:



·

the basis on which the broker or dealer made the suitability determination, and



·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.



Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.



"Blue Sky" laws of the various states may further reduce the liquidity of our shares in any market that may develop.



Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors should consider the secondary market for our securities to be a limited one.



There are significant potential conflicts of interest



Neither of our key personnel (two persons) is required to commit full time to our affairs and, according­ly, these individuals may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, our president or chief financial officer may become aware of business opportu­nities which may be appropriate for presenta­tion to us, as well as the other entities with which they are affiliated.  As such, there may have con­flicts of interest in determining to which entity a particular business opportunity should be presented.



In an effort to resolve such potential conflicts of interest the following oral agreements have been entered into with our president and chief financial officer:



·

any business opportunities that they may become aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other businesses with which they are affiliated) would be presented by them solely to us;



·

any business opportunities disclosed to them by the management of other businesses with which they are associated would not be presented by them to us, unless and until the other business passed upon and approved such referral: and



·

any business opportunities disclosed to them by us would not be presented by them to other businesses with which they are associated, unless and until passed upon and approved such referral.



In the event that the same business opportunity is presented to them by both us and one of the other businesses with which they are involved, they shall only render their services to the entity that first disclosed such business opportunity to them.



14









For all of the foregoing reasons and others set forth herein, an investment in Hamptons Luxury Homes securities involves a high degree of risk.  Any person considering an investment in such securities should be aware of these and other risk factors in this Form 10-QSB.



Liquidity



The Company has no committed source of debt or equity capital.



On April 29, 2005, the Company, together with another entity controlled by the Companys President and CFO, entered into an agreement with Chanin Capital L.L.C (Chanin) under which Chanin agreed to seek out possible investments funds in the form of: (i) common stock, convertible preferred stock, convertible debt securities, preferred stock, equity-linked securities, equity or equity-linked joint ventures or other equity or equity-linked arrangements, including, without limitation, debt securities (as distinguished from bank debt) with warrants; or (ii) secured or unsecured loans or lines of credit. Chanin is entitled to receive a fee ranging from 1% to 6% of amounts raised. Chanin received a fee of $50,000 concurrent with executing the Agreement which was paid by the other entity controlled by the Companys President and CFO. There are no assurances that any investment funds will be raised in connection with this Agreement.



New Accounting Pronouncements



In June 2003, the Securities and Exchange Commission (SEC) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404). Commencing with our annual report for the year ended December 31, 2006, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement



·

of managements responsibility for establishing and maintaining adequate internal control over our financial reporting;



·

of managements assessment of the effectiveness of our internal control over financial reporting as of year end;



·

of the framework used by management to evaluate the effectiveness of our internal control over financial reporting; and



·

that our independent accounting firm has issued an attestation report on managements assessment of our internal control over financial reporting, which report is also required to be filed.



In December 2004, the FASB issued FASB SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the fiscal year ended December 31, 2006. The Company has not yet assessed the impact on future operations of adopting this new standard.





15







Seasonality



Construction business in the Northeast portion of the United States is affected by the weather. Less work is done in winter months than is done throughout the remainder of the year.







ITEM III.



CONTROLS AND PROCEDURES



As of the end of the period covered by this Quarterly Report on Form 10-QSB, an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures was carried out by the Company under the supervision and with the participation of the Companys Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. There have been no changes in the Companys internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.





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|PART II          
|-----------------
|                 
|OTHER INFORMATION
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|Item 1           
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|Item 2           
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|Item 3           
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|Item 4           
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|Item 5           
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|Item 6           
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|Exhibit Number | Description                                                                                                                                     
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|10.1           | Agreement dated April 29, 2005 with Chanin Capital, LLC                                                                                         
|31.1           | Section 302 Certification of Chief Executive Officer                                                                                            
|31.2           | Section 302 Certification of Chief Financial Officer                                                                                            
|32.1           | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  Chief Executive Officer
|32.2           | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  Chief Financial Officer





17







Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Hamptons Luxury Homes, Inc.



(Registrant)









_/s/_Roy Dalene



By:

Roy Dalene



President







September 13, 2005







18