UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A

(Mark One)



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

OF 1934



For the quarterly period ended September 30, 2003



[ ] 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) 537-160
(Issuer's telephone number)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Southampton Partners, Inc.
11Bonac Woods Lane
East Hampton, NY 11937
(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 June 30, 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 Financial Statements:                                                  |            
|                                                                                          |            
|Condensed Balance Sheet as of  September 30, 2003                                         | 3          
|                                                                                          |            
|Condensed Statements of Operations for the Nine Months Ended September 30, 2003 and 2002  | 4          
|                                                                                          |            
|Condensed Statements of Operations for the Three Months Ended September 30, 2003 and 2002 | 5          
|                                                                                          |            
|Statements of Cash Flows  for the Nine Months Ended September 30,  2003 and 2002          | 6          
|                                                                                          |            
|Notes to Unaudited Condensed Financial Statements                                         | 7          
|                                                                                          |            
|Item 2. - Managements Discussion and Analysis or Plan of Operation                       | 9          
|                                                                                          |            
|Item 3.  Controls and Procedures                                                          | 17         
|                                                                                          |            
|PART II. - Other Information (Items 1-6)                                                  | 18         
|                                                                                          |            
|                                                                                          |            
|                                                                                          |            











2





HAMPTONS LUXURY HOMES, INC

(formerly Southampton Partners, Inc.)

Balance Sheet

September 30, 2003

(unaudited)





|ASSETS                                                                     |             
|-------------------------------------------------------------------------- | ------------
|                                                                           |             
|                                                                           |             
|                                                                           |             
|                                                                           |             
|TOTAL ASSETS                                                               | $          -
|                                                                           |             
|                                                                           |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                       |             
|                                                                           |             
|                                                                           |             
|TOTAL LIABILITIES                                                          | $          -
|                                                                           |             
|STOCKHOLDERS EQUITY:                                                      |             
|                                                                           |             
|                                                                           |             
|Common stock at $0.0001 par value; authorized 200,000,000                  |             
|shares; 1,000,100 shares issued and outstanding                            | 100         
|Additional paid-in capital                                                 | 14,600      
|Accumulated deficit                                                        | (14,700)    
|                                                                           |             
|Stockholders Equity                                                       | -           
|                                                                           |             
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                 | $         - 
|                                                                           |             
|The accompanying notes are an integral part of these financial statements.











3





HAMPTONS LUXURY HOMES, INC.

(formerly Southampton Partners, Inc.)

Statements of Operations

Nine Months Ended September 30, 2003 and 2002

(unaudited)









|                                                                           | 2003           |  | 2002        
|-------------------------------------------------------------------------- | -------------- |  | ------------
|                                                                           |                |  |             
|Revenue                                                                    | $            - |  | $          -
|                                                                           |                |  |             
|General and administrative                                                 | -              |  | -           
|                                                                           |                |  |             
|Net income                                                                 | $            - |  | $          -
|                                                                           |                |  |             
|Basic and diluted income per share                                         | $        .00   |  | $       .00 
|Weighted average number of common shares outstanding                       | 1,000,100      |  | 1,000,100   
|                                                                           |                |  |             
|                                                                           |                |  |             
|The accompanying notes are an integral part of these financial statements.









4





HAMPTONS LUXURY HOMES, INC.

(formerly Southampton Partners, Inc.)

Statements of Operations

Three Months Ended September 30, 2003 and 2002

(unaudited)









|                                                                           | 2003          |  | 2002       
|-------------------------------------------------------------------------- | ------------- |  | -----------
|                                                                           |               |  |            
|Revenue                                                                    | $           - |  | $         -
|                                                                           |               |  |            
|General and administrative                                                 | -             |  | -          
|                                                                           |               |  |            
|Net income                                                                 | $           - |  | $         -
|                                                                           |               |  |            
|Basic and diluted Income per share                                         | $       .00   |  | $     .00  
|Weighted average number of common shares outstanding                       | 1,000,100     |  | 1,000,100  
|                                                                           |               |  |            
|                                                                           |               |  |            
|The accompanying notes are an integral part of these financial statements.













5





HAMPTONS LUXURY HOMES, INC.

(formerly Southampton Partners, Inc.)

Statements of Cash Flows

Nine Months Ended September 30, 2003 and 2002

(unaudited)



|                                                 |                  |  |               
|------------------------------------------------ | ---------------- |  | --------------
|                                                 | 2003             |  | 2002          
|OPERATING ACTIVITIES:                            |                  |  |               
|Net income                                       | $              - |  | $            -
|                                                 |                  |  |               
|Net Cash Provided by Operating Activities        | -                |  | -             
|                                                 |                  |  |               
|FINANCING ACTIVITIES:                            | -                |  | -             
|                                                 |                  |  |               
|INCREASE IN CASH AND CASH EQUIVALENTS            | -                |  | -             
|                                                 |                  |  |               
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | -                |  | -             
|CASH AND CASH EQUIVALENTS AT END OF PERIOD       | $             -  |  | $            -
|                                                 |                  |  |               
|SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:   |                  |  |               
|Cash Paid For:                                   |                  |  |               
|Interest                                         | $             -  |  | $            -
|Income taxes                                     | $             -  |  | $            -













The accompanying notes are an integral part of these financial statements.













6





HAMPTONS LUXURY HOMES, Inc.

(formerly Southampton Partners, Inc.)



NOTES TO FINANCIAL STATEMENTS



(Unaudited)





NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION



The Company was incorporated as Southampton Partners, Inc. pursuant to the General Corporation Law of the State of Delaware on May 15, 1996 with the initial purpose of engaging in computer software publishing and reselling, also known as "shareware." However, lack of funds made it impossible for it to establish business operations, and the Company became inactive. Its corporate charter was revoked on March 1, 1998 by the State of Delaware for failure to pay required taxes and lack of a registered agent. It corrected the problems and filed a Certificate of Renewal and Revival of Certificate of Incorporation pursuant to Section 312 of the General Corporation Law of the State of Delaware, resulting in the reinstatement of our corporate charter on January 15, 1999.



For the year ended December 31, 2002 and the nine months ended September 30, 2003, the Company remained inactive.



The following information which would otherwise not appear in this Form 10-QSB had it been timely filed, is furnished solely to provide a summarized update as to events occurring subsequent to September 30, 2003.



The Company remained substantially inactive until December 2003 at which time it entered into agreements to construct nine homes for an aggregate purchase price of $2,125,000. The Company intends to use an outside contractor affiliated with its president and chief financial officer to assist in the supervision of the construction. Construction of these homes is expected to start in the summer/fall of 2005 if all required permits are obtained and be completed in the first half of 2006. Prior to starting construction, the customer needs to secure financing and numerous permits and approvals. As of May 2005, the customer had received a commitment for financing from a bank and the permit process is underway. The Company will receive payment for work as performed



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





7





In December 2003, the Company 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. Bardon makes products for framing and roofing, as well as interior trim and cabinetry products.



In October 2003, the Company changed its name to Hamptons Luxury Homes, Inc.



The accompanying unaudited condensed 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.



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 Companys financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not established sufficient revenues to cover its operating costs to allow it to continue as a going concern.  The Company has entered into contracts to build nine homes for an aggregate price of $2,125,000 and will engage an independent contractor to supervise such construction. However, the Company has no construction experience, and there are no assurances that the contracts can be completed profitably. The Company will offer noncash consideration and seek equity lines as a means of financing its operations.  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 or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.









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



For the year ended December 31, 2002 and the nine months ended September 30, 2003, the Company remained inactive.



The following information which would otherwise not appear in this Form 10-QSB had it been timely filed, is furnished solely to provide a summarized update as to events occurring subsequent to September 30, 2003.



In December 2003, we entered into signed contracts covering the construction of nine homes for a total price of $2,125,000. In 2005 we entered into two contracts to manage the construction of homes. These contracts can result in earnings to us of $115,000 if completed according to plan. 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 if all required permits are obtained and be completed in the first half of 2006. Prior to starting construction, the customer needs to secure financing and numerous permits and approvals are required. As of May 2005, the customer had received a commitment for financing from Suffolk County National Bank and the permit process was underway. We received a cash payment of $11,016 in December 2003 to cover upfront and planning costs of the project and will receive 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.



9







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. Bardon makes products for framing and roofing, as well as interior trim and cabinetry products. We earned our first commissions relating to the sale of Bardon products in August 2004. All of our revenue in 2004 relates to the Bardon dealership.



We incurred total expenses of $10,449 in December 2003, consisting principally of professional fees ($5,000) and expenses paid to officers and consultants. We satisfied certain obligations to our past and present officers our consultants and counsel by the issuance of 31,209,900 shares of our common stock. The issuance of these shares was recorded at par value.



Risk Factors



We are an early stage company with minimal operating history.





We have never generated significant revenues and have no 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. We have never been engaged in home building, and our sole employee has no meaningful experience in the area of home building. We will be totally reliant on the skills of independent contractors to complete much of the required work. We can give no assurances that the independent contractors 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 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 be required to 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 our stockholders.





We are authorized to issue up to 200,000,000 shares of common stock, par value $.001 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 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 single customer.



We currently have contracts to build nine homes for an aggregate sales price of $2,125,000 and two contracts to manage the construction of homes. These management contracts will result in earnings to us of $115,000 if completed according to plan. There are no assurances that we will be successful in completing existing contracts or obtaining additional contracts.



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:



12







·

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.



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.



As of June 30, 2005, there has not been any public or established trading market for our common stock.  We will seek to have a market maker file an application with the NASD on our behalf to quote the shares of our common stock on the OTC Bulletin Board ("OTCBB") maintained by the NASD. There can be no assurance as to whether such market maker will agree to make such a filing or, if it does, whether the application will be accepted or, if accepted, the prices at which our common stock will trade if a trading market develops, of which there can be no assurance. We are not permitted to file such application on our own behalf. If the application is accepted, we cannot predict the extent to which investor interest in the Company will lead to the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.



In addition, our common stock is unlikely to be followed by any market analysts, and there may be few if any institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Also, the stock market in general has experienced extreme price and volume volatility that has especially affected the market prices of securities of many companies. At times, this volatility has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of the common stock, regardless of our actual operating performance.



If a market develops for our shares, rule 144 sales may depress prices in that market.



All 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.





13





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.



14







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;



15







·

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 render their services to the entity that first disclosed such business opportunity to them.



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



New Accounting Pronouncements



No new pronouncement issued by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants or the Securities and Exchange Commission is expected to have a material impact on our financial position or reported results of operations.



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.













16





ITEM III.



CONTROLS AND PROCEDURES



As of the end of the period covered by this Amended 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.









17







|PART II          
|-----------------
|                 
|OTHER INFORMATION
|                 
|Item 1           
|                 
|                 
|                 
|Item 2           
|                 
|                 
|                 
|Item 3           
|                 
|                 
|                 
|Item 4           
|                 
|                 
|                 
|Item 5           
|                 
|                 
|                 
|Item 6           
|                 
|                 





|Exhibit Number | Description                                                                                                                                     
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|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  CFO                    







18





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





August 3, 2005



19