U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the Year Ended September 30, 2001

                           Commission File No. 0-20922

                           WHITEHALL ENTERPRISES, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


           Delaware                                        75-2274730
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(State of Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

              801 Brickell Avenue, 9th Floor, Miami, Florida 33131
              -----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                              (561) 997-5880
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         (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----

                  Name of Each Exchange               Title of Each Class
                                                      on Which Registered

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Securities registered under Section 12(g) of the Exchange Act:

                        Common Stock ($.0001 par value)
--------------------------------------------------------------------------------
                                (Title of Class)

         Check whether the issuer (1) has 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 issuer was required to file such reports, and (2)
has been subject to such filing requirements for the past 90 days.
         Yes   X       No
             -----        -----

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
         Yes           No   X
             -----        -----

State issuer's revenues for its most recent fiscal year: $ 10,540,350
                                                          ------------

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
<PAGE>

                  Common Stock, par value $.0001 per share ("Common Stock") and
         Preferred Stock par value $.001 per share ("Preferred Stock"), were the
         only class of voting stock of the Registrant outstanding on December
         31, 2001. Based on the recent market value on the closing bid price of
         the Common Stock on the NASD Automated Quotation System of $0.008 at
         December 31, 2001 the aggregate Market Value of the 138,524,106 shares
         of Common Stock held by persons other than officers, directors or
         owners known to the Registrant to be beneficial owners "as that term is
         defined under the rules of the SEC" of more than 5% of the Common Stock
         on that date was approximately $1,108,193. By the foregoing statements,
         the Registrant does not intend to imply that any of these officers,
         directors or beneficial owners are affiliates of the Registrant or that
         the aggregate market value, as computed pursuant to rules of the
         Securities and Exchange Commission, is in any way indicative of the
         amount which could be obtained for such shares of Common Stock.


         ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
         DURING THE PAST FIVE YEARS

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

         Yes   X       No
             -----        -----



         APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

                  155,702,293 shares of Common Stock, $.0001 par value, as of
                  December 31, 2001.

                  4,000,000 shares of Preferred Stock, $.001 par value, as of
                  December 31, 2001.







<PAGE>


                                     PART I

         BUSINESS

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------

OTHER THAN HISTORICAL AND FACTUAL STATEMENTS, THE MATTERS AND ITEMS DISCUSSED IN
THIS ANNUAL REPORT ON FORM 10-KSB ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. ACTUAL RESULTS OF WHITEHALL ENTERPRISES, INC. AND ITS
SUBSIDIARIES (COLLECTIVELY, THE "COMPANY") MAY DIFFER MATERIALLY FROM THE
RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. CERTAIN FACTORS THAT COULD
CONTRIBUTE TO SUCH DIFFERENCES ARE DISCUSSED WITH THE FORWARD-LOOKING STATEMENTS
THROUGHOUT THIS REPORT AND ARE SUMMARIZED IN THIS SECTION AND "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS-FORWARD-LOOKING STATEMENTS-CAUTIONARY LANGUAGE."

INTRODUCTION
------------

         Whitehall Enterprises, Inc., formerly Total World Telecommunication,
Inc., formerly International Standards Group Limited (the "Company") was
incorporated under the laws of the State of Delaware on October 12, 1988. The
Company, through its subsidiary, currently operates a mortgage bank licensed in
twelve states and pending licensure in two additional states.

         During fiscal year ended September 30, 2000, the Company acquired
Alternative Lending Group, Inc. ("ALG") and Direct Financial LLC ("DF"). During
the year ended September 30, 2001, ALG acquired MiB Financial Services, Inc. and
MiB Group Ltd. (Indiana organizations). These companies are licensed in Indiana
and Kentucky. These entities constitute the core of the Company's operations in
the financial services sector. The Company also acquired and incorporated
Interactive Medical Technologies as a wholly owned subsidiary to distribute and
sell "DocPal," a medical diagnostic software product.

         The Company sold Mega Blow Moulding Limited ("MBM"), a Canadian
manufacturer of plastic bottles and containers effective June 30, 2000. From its
acquisition in December 1998, until the acquisition of ALG in December 1999, MBM
was the Company's only operating subsidiary. As the Company carried out its
planned objectives that included further involvement and commitment to financial
services and new technologies, it became evident that the operations of MBM were
not sufficiently compatible or synergetic with Company goals.

         The Company's plan for growth included the acquisitions of Hairbiotech,
ALG, DF, MiB and the incorporation of IMT to market the DocPal medical software.
The CEO is currently studying several other acquisitions. To achieve this growth
and the necessary working capital, the Company is seeking commitments from
investors to arrange future funding for acquisitions. While the Company has
reason to expect the completion of these arrangements in the near future, no
assurances can be given that such funds will be available.

                                       1
<PAGE>

BANKRUPTCY
----------

         The Company filed with the United States Bankruptcy Court for the
Southern District of Florida (the "Bankruptcy Court") its Amended Plan of
Reorganization dated July 2, 1998. The Company's Amended Disclosure Statement
was submitted pursuant to Section 1125 of the Bankruptcy Code 11 U.S.C. Section
101, et. seq. in connection with the solicitation of votes on the Plan from
Holders of Impaired Claims against and Impaired Equity Interests in the Debtor.
These issues are discussed below in greater detail.

         Prior to the petition for bankruptcy and through September 12, 1997,
the Company, through various subsidiaries, provided telecommunications services.
Through Financial Standards Group, Inc. ("FSGI") and Real Estate Services
Network Holding Corp. ("RESN") subsidiaries, both Florida corporations the
Company assisted credit unions and their supervisory committees in performing
comprehensive or internal regulatory compliance audits in satisfaction of their
statutory requirements. It also provided related internal auditing, accounting
and managerial advisory services to credit unions. RESN provided commercial and
residential real estate brokerage, mortgage origination and title services.

         In June 1996, the Company acquired Houston-based Total National
Telecommunications, Inc., doing business as Total World Telecom, Inc ("TWT"), a
Tier 2 switch-based interexchange carrier that utilized digital and fiber optic
facilities, with switches located in New York, Chicago, Los Angeles, Atlanta,
Houston, Dallas, Kansas City and Miami as of December 31, 1996, and two
additional switches in Seattle and Washington, D.C. to have been operational in
early 1997.

         In the latter part of March 1997, management elected to divest itself
of the two business units comprising the Company's non-telecommunications
operations. These two units were Financial Standards Group, Inc., the credit
union auditing operation ("FSGI"), and Real Estate Services Network Holding
Corp., the real estate group ("RESN").

                                       2
<PAGE>

         The Company sold to former employees the outstanding stock in FSGI, all
of which was owned by the Company. In addition, the Company sold to management
of the real estate services group all of the outstanding stock in its
subsidiary, RESN, as well as a commercial warehouse facility in Mount Vernon,
Ohio.

         On July 23, 1997, the Company's wholly-owned operating subsidiary,
Total National Telecommunications, Inc., ("TNT") filed a petition for relief
under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy
Court for the Southern District of Texas. Under Chapter 11, certain claims
against the Company's subsidiary in existence prior to the filing of the
petitions for relief under the federal bankruptcy laws were stayed while the
subsidiary continued business operations as Debtor-in-Possession. Claims secured
against the subsidiary's assets ("secured claims") also were stayed, although
the holders of such claims had the right to move the court for relief from the
stay.

         On September 12, 1997, the case was converted to Chapter 7, and a
trustee was appointed. On September 24, 1997, the assets of TNT were sold
pursuant to 11 U.S.C. Section 363. Accordingly, the Company's intangible assets
related to that subsidiary were written off during the year ended September 30,
1997.

         In August 1997, the Board of Directors of the Company was substantially
reconstituted. The new Board, having observed the failure of TNT to successfully
continue its Chapter XI case, decided to examine alternatives to maintain a
level of stability with the Company for that period of time necessary for a new
investor to fund ongoing and future operations for the Company. The new Board
hoped to structure a transaction with a new investor, which would satisfy
existing Creditor Claims and preserve some value for existing stockholders of
the Company. In examining all of its alternatives, the new Board concluded
shortly after its appointment that the Company had no resources (financial or
otherwise) to defend against any claims or actions which had been or could be
asserted by Advantage Fund Limited, formerly known as GFL Advantage Fund Limited
("Advantage"), which the Company believed held in excess of 90% of the unsecured
claims against the Company. In addition, the filing of the involuntary petition
against the Company on December 1, 1997 left the Company with no option but to
seek to successfully reorganize under Chapter 11 of the Bankruptcy Code. In
order to do so, the Company needed the support of Advantage, which eventually
consented to the Plan of Reorganization.

         The Company's efforts resulted in (a) the Advantage Settlement
Agreement, which was approved by the Bankruptcy Court, pursuant to which
Advantage had agreed to support the Plan, and (b) an agreement for the Company
to acquire all of the stock of MBM from a wholly-owned subsidiary of the
Proponent, pursuant to which MBM would become a wholly-owned subsidiary of the
Company.

                                       3
<PAGE>

         At a hearing on June 19, 1998, the Disclosure Statement was approved by
the Bankruptcy Court in accordance with Section 1125(b) of the Bankruptcy Code
as containing information of a kind and in sufficient detail adequate to enable
a hypothetical reasonable investor typical of holders of Claims and Equity
Interests of the relevant Voting Classes to make an informed judgment whether to
accept or reject the Plan. On August 28, 1998, the Court approved the
Reorganization Plan.

         In the opinion of the Company, as described below, the treatment of
claims and equity interests under the Plan contemplated a greater recovery than
that which was likely to be achieved under other alternatives for the
reorganization of the Company. Accordingly, the Company believed that
confirmation of the Plan was in the best interests of creditors and holders of
equity interests and recommended that the creditors and holders of equity
interests vote to accept the Plan.

         In summary, the Plan was based upon (a) a transfer of all Unsecured
Claims and assets of the Company (excluding certain tax attributes and a portion
of the Condominium Parcel Net Proceeds) to a liquidating trust of which Holders
of Allowed Unsecured Claims would be the primary beneficiaries and Holders of
Allowed Subordinated Claims would be secondary beneficiaries, (b) the purchase
by the Company of all of the issued and outstanding stock of MBM from 1299004
Ontario Corporation ("129 Ontario"), a wholly-owned subsidiary of 1274328
Ontario Inc. (the "Proponent"), in consideration for the issuance to the
Proponent of approximately 76% voting control of the Reorganized Debtor (c) the
cancellation of all Existing Preferred Stock and Existing Common Stock of the
Debtor, and (d) the issuance of common stock of the Reorganized Debtor to
Holders of Existing Preferred Stock and Existing Common Stock of the Debtor.

RECENT DEVELOPMENTS
-------------------

Acquisitions of ALG, DF and MiB
-------------------------------

         On January 22, 2000, the Company closed on the purchase of ALG, an
Illinois corporation.

         Since its formation in 1993, ALG had grown from a single-city mortgage
company based in Chicago - with $38 million first year gross business - to a
mortgage bank covering eight states, with $93,592,399 of mortgage loans
originated and closed in 1999. ALG has focused its mortgage origination through
a consumer direct marketing channel and has maintained steady growth and
profitability by providing mortgage loans to fit all types of consumers' needs.
This coupled with the added control that mortgage banking provides, ALG is able

                                       4
<PAGE>

to make certain loans simultaneously profitable and competitive because of the
reduction in sales commissions and expenses associated with conventional
mortgage brokerage firms. Since its acquisition, ALG has continued to increase
loan originations through the year ended September 30, 2001.

         ALG operated an additional division during the current fiscal year, the
Wholesale Division. This division added to ALG's operations, by providing
hands-on service to customers and correspondents who request it through its
traditional offices located in the Midwest and Southwest regions, and help
establish the company's national presence and substantially increase gross
production.

         With its Wholesale Division, ALG will continue to market its mortgage
banking services to other mortgage brokers. The Wholesale Division will allow
ALG to eventually make every loan more profitable, thus allowing improved
customer service, more competitive rates, costs and closing times.

         ALG developed a state-of-the art web-site Alternativelending.com. The
focus of ALG is to increase its market share to a national level as it can
provide a superior Internet online mortgage service, compared to those companies
that still operate under the mortgage broker laws. The closing of online loans
has not offered the projected results because the average borrower is not yet
ready for loan technology without the human touch. The web site has instead
become a source of sales leads for ALG.

         The current regulatory requirement and new exemption changes
promulgated by the United States Department of Housing and Urban Development
("HUD"), have required ALG to redefine its markets. Predatory Lending laws and
the high costs of doing business in some states have led ALG to reduce the
states it was licensed and operating in from twenty-seven in December 2000 to
the current twelve and two additional states pending licensure in January 2002.
The decision was made based on an extensive evaluation of individual state
profitability and risk factors.

         On October 3, 2000 ALG acquired MiB Group Ltd., an out-source
telemarketing company based in Indianapolis and MiB Financial Services, Inc., a

                                       5
<PAGE>

mortgage brokerage company licensed to conduct business in Kentucky and Indiana,
wholly owned by MiB Group Ltd. (collectively known as "MiB"). The following
table summarizes the more significant terms of the agreement:

o        ALG acquired 100% of the ownership of MiB in exchange for 900,000
         shares of Whitehall's common stock, which is equivalent to .5% of its
         200,000,000 issued shares. The total interest in MiB was acquired from
         Scott J. Weaver and Michael L. Beasley.

o        Of the 900,000 common shares of Whitehall, 450,000 shares are to have a
         value twelve (12) months from October 3, 2000 of $450,000. As
         additional consideration, ALG agreed to retain Scott J. Weaver as a
         consultant to be paid an annual salary of $1 plus health/dental
         benefits under ALG's existing plan until December 31, 2001. Weaver and
         Beasley signed non-compete agreements with ALG for three years and six
         years, respectively. Beasley is currently employed by ALG.

o        MiB represents that they are not a party to or bound by any agreement
         of guarantee, indemnification, surety, or indebtedness of any other
         person, corporation or partnership, except for trade accounts payable
         incurred in the normal course of operations.

o        MiB has executed all necessary documents holding Whitehall Enterprises,
         Inc. harmless of any liability pursuant to the purchase agreement.

         Whitehall's objective in this acquisition was to acquire a profitable
         business that would complement Whitehall's other operations. ALG and
         their subsidiaries have the need to be marketed. Having MiB in our fold
         would have cut expenses and eliminate the need to out-source the
         essential marketing function. Furthermore, MiB Group's mortgage
         brokerage business will immediately grow exponentially and become more
         profitable with ALG's operational and back office, support in both
         Indiana and a new state added to our roster, Kentucky.

         As a subsidiary of Whitehall Enterprises, MiB will now have the means
         to approach expansion into additional service offerings with brand name
         recognition. Although MiB has the capacity to expand its operations, in
         terms of a proven product, it has lacked the necessary backing to do
         so. This union will immediately impact MiB by providing that essential
         link.

         As of October 3, 2001 the 450,000 shares did not have a value of
         $450,000. In lieu of issuing a significant amount of common shares to
         Messrs. Beasley and Weaver, a convertible debenture, convertible at
         Whitehall's discretion, was issued to Michael Beasley with monthly
         payments at 0% interest until such time that $225,000, (Beasley
         portion) is either paid or an amount of shares equal to the balance due

                                       6
<PAGE>

         are issued to Mr. Beasley. An arrangement will also be made with Mr.
         Weaver before the end of the next quarter. Mr. Weaver will be paid an
         interest amount for the time subsequent to October 3, 2001 and until
         such time that an agreement is reached.

         The estimated fair market value of assets acquired and liabilities
assumed is summarized as follows:

         Current assets                                  $  31,250
         Property & equipment                               96,685
         Goodwill                                          435,464
         Current liabilities                               (68,399)
                                                         ---------
                                                         $ 495,000
                                                         =========

Incorporation of "IMT"
----------------------

         During April 2001, the Company incorporated Interactive Medical
Technologies, Inc. ("IMT") to carry out the marketing efforts and medical review
related to the distribution of its medical software. Effective May 1, 2001, at
Dr. Alberto A. Mitrani's suggestion and request, the Company hired Barbara A.
Guerard as IMT's President. Ms. Guerard brought many years of experience as an
executive in the medical industry. Ms. Guerard's employment with IMT, however,
terminated in the first fiscal quarter. Additionally, Dr. Mitrani was hired June
11, 2001 as Executive Vice President for Medical Affairs. Dr. Mitrani is to
chair the Editorial Medical Review Board that would verify IMT's Interactive
Medical Software. Dr. Mitrani is a graduate of Harvard University and University
of Miami and he is a contributing author to the most recent edition of Kelly's
Textbook of Internal Medicine.

         Several strategic marketing arrangements were negotiated inclusive of
equity investment opportunities in IMT.

         IMT will concentrate in obtaining resources through the sale of rights
outside the United States before marketing the software through web-based
e-commerce applications in the United States. On October 2, 2001, the Company
secured a proposal for a substantial amount of working capital for IMT ensuring
its success. However, Windmill Scientific refused to accept the payments due
them in their attempt to sever their relationship with the Company and do
business directly with previous associates of IMT. On October 15,2001, Windmill
refused payment and illegally cancelled the Licensing Agreement without merit.
The Company has instituted arbitration, per the Licensing Agreement and fully
expects to

                                       7
<PAGE>

succeed in arbitration and continue with its Licensing Agreement. At that time,
Ms. Guerard's replacement will be hired. In the meantime, Windmill's counsel has
been noticed to file an answer to the American Arbitration Association Case
Manager by January 17, 2002.

Developments Subsequent to September 30, 2001
---------------------------------------------

         During October, 2001, members of the CVI Group, an entity that filed a
frivolous lawsuit against the Company in an attempt to extort shares from the
Company, had to testify under oath in a proceeding not involving the Company.
Apparently, that testimony created a conflict in that there were inconsistencies
in the testimony and the allegations of the complaint filed against the Company
in Palm Beach County, Florida. This may have forced CVI to have to dismiss their
lawsuit in Palm Beach County. On October 15, 2001, Windmill Scientific refused
to accept Whitehall's payments due and illegally cancelled the Licensing
Agreement. The Company is in possession of evidence indicating that CVI
attorneys were in contact with James Mack, President of ALG in early October but
has no evidence that any CVI attorney was in contact with Windmill. However, on
October 19, Messrs. Mack, Qualls and Matney, the latter both vice presidents,
sent a letter to the Company giving the Company 10 days to sell ALG to them or
they would all resign. They further stated that most of the employees would
follow them and also resign. Their offer was a non-recourse note of $25,000 per
month for 16 months totaling $400,000. Mr. Alvarez refused the extortion attempt
and put a team together to take control of the operations of ALG. Mr. Alvarez
then accepted their resignations and froze all of ALG's accounts. The next
business day, the new team entered the different ALG offices and took control of
ALG. The Company found that not only was there a substantial amount of money in
the accounts, contrary to what the letter indicated, but that Messrs. Mack and
Qualls wrote each other unauthorized checks for $145,855.95 each, depleting the
payroll fund by $291,711.90 on the same day they wrote their October 19th letter
to the Company. Furthermore, the Company discovered that none of the employees
were aware of their resignations. The Company has installed a new executive
management team, which has been in place since November 4th, comprising of all
Whitehall executives, until such time that the permanent positions are filled.
In the meantime, ALG continues to make a profit. The Company has audited the
books of ALG and is currently investigating certain matters to determine a
course of action.


                                       8
<PAGE>

Agreement For the Sale of Mega Blow Moulding Limited
----------------------------------------------------

         On June 19, 2000, the Company made and entered into an agreement to
sell its wholly owned subsidiary, MBM. The sale was made to Global Financial
Investment, LLC, a limited liability company incorporated under the laws of
Arizona. MBM was engaged in the manufacture of plastic containers for the beauty
supply and pharmaceutical industries. Their principal office was located in
Ontario, Canada. The following table summarizes the more significant terms of
the agreement:

o        The Company sold 100% of the authorized capital of MBM, which consists
         of an unlimited number of common shares, of which two hundred forty
         (240) common shares are issued and outstanding.

o        Global Financial Investment will pay the Company $500,000.00 in fifteen
         (15) equal monthly installments of $33,333.00 to commence at time of
         closing.

o        Global Financial Investment will pay the Company $150,000.00 in fifteen
         (15) equal monthly installments of $10,000.00 for contract
         administration to commence at time of closing.

o        Global Financial Investment will pay $500,000 due June 1, 2002 plus
         accrued interest of 5%.

o        Global Financial Investment will pay to the Company $1,100,000.00
         commencing November 15, 2000 to fund an approved marketing campaign of
         a future acquisition.

o        Global Financial Investment will pay an additional $1,397,000 when
         these amounts are collected from MBM. All notes are collateralized by
         real estate property valued at $3,150,000.

o        The Company has entered into a Extension Agreement with Global
         Financial Investment LLC and extended the due dates of the notes
         through September 1, 2002.



                                       9
<PAGE>

                                    BUSINESS

         Since its formation in 1984, MBM had operated as a specialized custom
molder or manufacturer of plastic bottles and containers for use in the
pharmaceutical, health and beauty, household cleaner and food product
industries.

         During the year ended September 30, 1999, the Company focused its
resources in an effort to successfully carry out the objectives approved by the
Bankruptcy Court in its Chapter XI Reorganization Plan. The Company continued to
oversee the operations of MBM, which was its only operating subsidiary during
the quarter ended December 31, 1999 and was an integral part of operations for
the quarter ended March 31, 2000. During the course of the prior year,
management evaluated the operations of MBM to determine whether they were
sufficiently compatible and synergetic with Whitehall's planned acquisition
candidates. Management determined that MBM's operations were not complementary.

         Other considerations that impacted on Whitehall's management decision
to sell MBM were:

o        Failure of MBM to comply with its responsibilities as set forth by an
         agreement between MBM and Whitehall. Also, MBM's inability to produce
         the necessary documentation in a timely manner.

o        The sale of MBM would produce sufficient cash to acquire other
         financial service industry companies and biotechnology companies. These
         companies are more in line with Whitehall's philosophy of growth.

o        Companies under consideration were located within Whitehall's
         geographical area. Proceeds from the sale of MBM would leave
         significant surplus of equity for these future acquisitions and/or
         existing operations.

o        The immediate need for Whitehall to receive cash to close its future
         acquisitions without any further dilution of common shareholders at
         current stock prices.


                                       10
<PAGE>

                     INTERACTIVE MEDICAL TECHNOLOGIES, INC.
                     --------------------------------------

   AGREEMENT FOR THE PURCHASE OF LICENSE OF SOFTWARE KNOWN AS "DOCPAL MEDICAL
   ---------------------------------------------------------------------------
                  REVIEW" FROM WINDMILL SCIENTIFIC CORPORATION
                  --------------------------------------------

         On August 23, 2000, the Company closed on the purchase of the license
to market software known as "DocPal Medical Review" (the "License" or the
"Licensed Product") from Windmill Scientific Corporation ("Windmill"). The
licensed product is medical software for humans, written in English and Spanish,
containing information about general internal medicine. The software is composed
of three main sections:

1.       Written medical information on general internal medicine topics,
         accompanied by multimedia that complements the specific topic.

2.       Four interactive laboratory consultants that guide the user in
         interpreting laboratory data. These consultants include Blood Test,
         Liver Function Tests, Pleural Effusion Analysis and Thyroid Function
         Tests.

3.       A Differential Diagnosis Finder that generates a differential diagnosis
         based on the selected clinical presentation.

         Under the terms of the agreement, Whitehall will possess exclusive
worldwide rights to market and distribute the software for 15 years. The
following summarizes the more significant terms of the agreement:

o        Windmill granted to the Company an exclusive royalty bearing license
         during the term of the Agreement to use the License to market the
         software throughout the world in all formats and media except as
         provided below. Notwithstanding the foregoing, Windmill retained the
         exclusive right to license, market and sell the License in all formats
         and media, except for use on an Internet website, pursuant to all
         agreements, joint ventures and licenses (and renewals or amendments
         thereof) with respect to DocPal to which Windmill is a party as of June
         2000. These include a one year representation agreements with third
         parties in Colombia, Costa Rica, Dominican Republic, Honduras, Mexico
         and Venezuela. There is also in place a representation agreement with
         third parties in Brazil for 7 months and both Argentina and Uruguay for
         90 days. Whitehall, however, has a first right of refusal on all of
         these countries when said representation agreements expire.

                                       11
<PAGE>

o        In consideration of this Agreement, the Company shall pay to Windmill
         the following:

         1.       License Fee. A nonrefundable initial license fee of $500,000,
                  payable in 15 equal installments of $33,333 commencing on
                  August 23, 2000 and on the next 15th day of each month
                  commencing September 15,2000.

         2.       Profit Participation. An annual fee payable on or before the
                  last day of February of each year equal to 25% of the Net
                  Profits for the preceding year inuring to Licensee from the
                  Licensed Product. "Net Profits" as used herein shall mean all
                  revenues received in connection with the Licensed Product
                  ("Revenues"), from whatever source, of the division or
                  subsidiary whose sole revenues and expenses relate to the
                  Licensed Product including all fees, sales and advertising
                  revenues, linkage revenues and user fees from the Licensee
                  Site, less operating expenses determined in accordance with
                  generally accepted accounting principles. Excessive benefits,
                  excessive salaries, excessive bonuses and excessive incentive
                  compensation shall be excluded from such operating expenses.

         3.       Royalties. An annual royalty fee equal to 7.5% of Revenues for
                  each year (commencing with the calendar year 2001). The
                  royalty fee for the year 2001 shall be paid in the year 2002
                  in four (4) equal installments. Each installment shall be paid
                  after the end of each fiscal quarter (payable on or before the
                  last day of the following month). After the year 2001, the
                  royalty fee for each remaining year of this Agreement will be
                  payable on or before the last day of February of the following
                  year.

         4.       Debenture. A convertible debenture issued in the name of
                  Windmill and delivered contemporaneously with the execution of
                  the Agreement in the principal amount of $2,150,000.

o        Windmill has executed all necessary documents holding Whitehall
         Enterprises, Inc. harmless of any liability pursuant to the purchase
         agreement.

                                    BUSINESS

         DocPal is an advanced state-of-the-art program, offering the most
current medical information gathered from universities and health organizations
across the globe. All subjects, functions and pertinent information are accessed
instantaneously, eliminating the need for lengthy index searches. Additionally,
the software contains an extensive database of over 600 diagnoses with
corresponding signs, symptoms, procedures and treatments, and can be used in
conjunction with a medical knowledge base via an intricate system wherein the
physician can view the relationships between a diagnosis and its corresponding
signs, symptoms, procedures and medications. With DocPal, a doctor simply enters
specific symptoms and the software indicates what tests to administer. After
tests determine the health problem that exists, the software provides specific
treatment information.

                                       12
<PAGE>

         Due to the dynamic nature of medicine, physicians are faced with the
challenge of frequent updates. With DocPal, medical updates will be available to
registered users on a continuous basis. It is the Company's plan to create an
Internet portal that will provide recurring revenue by providing access to an
unlimited number of users including but not limited to, physicians, physician
assistants, medical students, insurance companies, health maintenance
organizations and facilities such as hospitals, clinics and private practices
worldwide.

         During April 2001, the Company incorporated Interactive Medical
Technologies, Inc. ("IMT") to carry out the marketing efforts and medical review
related to the distribution of its medical software. Effective May 1, 2001, at
Dr. Alberto A. Mitrani's suggestion and request, the Company hired Barbara A.
Guerard as IMT's President. Ms. Guerard brought many years of experience as an
executive in the medical industry. Ms. Guerard's employment with IMT, however,
terminated in the first fiscal quarter. Additionally, Dr. Mitrani was hired June
11, 2001 as Executive Vice President for Medical Affairs. Dr. Mitrani is to
chair the Editorial Medical Review Board that would verify IMT's Interactive
Medical Software. Dr. Mitrani is a graduate of Harvard University and University
of Miami and he is a contributing author to the most recent edition of Kelly's
Textbook of Internal Medicine.

         Several strategic marketing arrangements were negotiated inclusive of
equity investment opportunities in IMT.

         IMT will concentrate in obtaining resources through the sale of rights
outside the United States before marketing the software through web-based
e-commerce applications in the United States. On October 2, 2001, the Company
secured a proposal for a substantial amount of working capital for IMT ensuring
its success. However, Windmill Scientific refused to accept the payments due
them in their attempt to sever their relationship with the Company and do
business directly with previous associates of IMT. On October 15,2001, Windmill
refused payment and illegally cancelled the Licensing Agreement without merit.
The Company has instituted arbitration, per the Licensing Agreement and fully
expects to succeed in arbitration and continue with its Licensing Agreement. At
that time, Ms. Guerard's replacement will be hired. In the meantime, Windmill's
counsel has been noticed to file an answer to the American Arbitration
Association Case Manager by January 17, 2002.


                                       13
<PAGE>

                         ALTERNATIVE LENDING GROUP, INC.
                         -------------------------------

ALG Operations
--------------

         Alternative Lending Group ("ALG") commenced operations in 1993 as a
full service mortgage broker. Over the first seven years, ALG transformed itself
from a single-city mortgage broker to a mortgage bank conducting business in 13
states. The company has focused its mortgage operations through a consumer
direct channel and has maintained steady growth even through down markets by
providing conventional, non-conventional, government and niche loan products.
ALG continues to develop a regional business in specific areas of the United
States where the banking climate and lead generation results are optimum.

Wholesale and Online Mortgage Division
--------------------------------------

         ALG continues to develop its mortgage divisions. The wholesale division
has provided necessary product. The wholesale division is an important part of
the future of ALG and it will play a much larger role in the months to come.

Web Site
--------

         The launch of the Alternativelending.com web site has been a growing
source of leads for the ALG sales force. This web site not only produces
applications for ALG retail but also offers the consumer a virtual confirmation
of the person they are dealing with via phone, mail or the internet. ALG
continues to reshape and apply its Internet marketing strategy direct to
customers and competes directly with other lenders. The goal is to provide a low
cost niche mortgage option to all consumers regardless of credit histories.

Competition
-----------

         The mortgage broker/lending industry has been enjoying rapid growth
over the past year, particularly subsequent to the September 11th terrorist
attacks. The increase in the refinance market has created opportunities. The
industry is experiencing low interest rates that the past year has brought,
along with low unemployment and higher average hourly income. These factors
affected the refinance and debt consolidation markets. Pricing pressure has also
been a problem for both the retail and secondary markets. This has required
mortgage banks to price their loans cheaper to the consumer netting smaller
profits as well as selling loans on the secondary markets at a lower price.

         In response to recent trends, ALG has been innovative in its marketing
approach and has provided niche products to its customers. The promotion of
these various niche products has allowed ALG to increase sales throughout the
year and keep a

                                       14
<PAGE>

constant profit per loan. The customer has continued to demand these more
profitable niche products allowing ALG to become more cost effective in its
marketing efforts. ALG is also benefiting from the market pressures on its
competitors by procuring experienced loan officers from other companies. The
wholesale division has remade itself into a smaller, more responsive, and most
importantly, profitable group. Reacting to the current pricing and funding risks
of the sub-prime markets, the wholesale division has directed its attention
towards the more stable and predictable conforming arena. The increased lead
flows to the sales force has produced increased volume to select the more
profitable loans to sell off in the secondary market. It is believed that ALG's
reaction in these areas is generating a more constant flow of business from its
retail operation to the wholesale unit.

         In the future months ahead ALG expects to benefit from the prospects of
a lower interest rate environment, continued recruitment of experienced loan
officers and the marketing of its niche mortgage products. The lead generation
system that feeds the sales force is capable of supporting twice the current
number of loan officers. ALG expects to expand its marketing to specific areas
to generate higher closing ratios at a higher profit per loan rate. The
increasing customer and prospective customer databases continue to grow and will
be a significant source of new business in a lower interest rate market. An
increase in originations will have a direct impact on the restructured wholesale
arm of ALG. It is believed that any volume increase on the front end will
produce increased profits through the wholesales division. Secondary market
pricing is cyclical and ALG stands to benefit going forward from a wider spread
on the loans it sells to that market.

Title Division
--------------

         ALG has been slow to benefit from its title affiliation due to lack of
interest in this division by previous management of ALG. It is anticipated that
the diversification of ALG business to states where premiums are more profitable
and new management will allow it to develop into an important revenue source.

Regulation
----------

         The mortgage loan origination operations of ALG are subject to the
rules and regulations of the Federal Housing Administration, the Veterans
Administration or state regulatory authorities, with respect to originating,
processing, underwriting, selling and servicing residential mortgage loans. In
addition, there are other federal and state statutes and regulations affecting
such activities. These rules and regulations, among other things, impose

                                       15
<PAGE>

licensing obligations, establish eligibility criteria, prohibit discrimination,
provide for inspections and appraisals of properties, require credit reports on
prospective borrowers, regulate payment features and, in some instances, fix
maximum interest rates, fees and loan amounts. Failure to comply with these
requirements can lead to a loss of approved status, demand for indemnification
or loan repurchases, litigation or administrative enforcement actions. There can
be no assurance that ALG operations will obtain full compliance with current
laws, rules and regulations or any more restrictive laws, rules and regulations
which may be adopted in the future which could make compliance more difficult,
more costly or which may limit or restrict the amount of interest and fees that
may be earned or charged on mortgage loans originated, serviced or purchased by
ALG.

Employees
---------

         As of September 30, 2001, ALG employed a total of 90 loan officers and
20 full time employees including executive officers, managerial and support
staff. ALG contracts with ADP for payroll and compliance purposes.


                                       16
<PAGE>

                                HAIRBIOTECH, INC.
                                -----------------

Introduction
------------

         Hairbiotech, Inc. ("HBI"), a Nevada Corporation, is a developmental
stage company that intends to enter the hair growth stimulation and hair loss
prevention industry by marketing its hair growth and hair loss prevention
technologies. The founders of HBI initially signed a Research and Development
Agreement and License Agreement with the University of Miami (FL) regarding HBI
"Hair Growth Factor" technology. The patent for this technology was granted on
February 1, 1998 and this patent and related technology was licensed to HBI. The
second technology regards the prevention of chemotherapy-induced hair loss. The
patent for this technology was granted on February 1, 1997, and has received FDA
approval for clinical testing. The third technology patent was granted to HBI in
November 1997. This technology seeks to prevent hair loss due to oxidative
damage, i.e., hair dye, sunlight, and pollution. Currently, HBI is also involved
in the development of products designed to combat as well as counter the visible
effects of aging on hair, in particular alopecia.

History of Industry
-------------------

         The hair growth and hair loss prevention industry has long known that
hair is a fully cornified structure that results from the complete maturation of
follicular matrical cells emanating from the hair follicles. It is also known
that hair loss in the majority of cases is determined by the stage of growth of
the hair follicle. The hair follicle has three stages of growth: anagen, the
active growth cycle; catagen, the resting cycle; and telogen, the regression of
the hair follicle leading to hair fallout. For the past several years, intense
efforts have been applied to identify the factors that regulate the active hair
follicle growth cycle. Maintaining the hair follicle in a healthy and actively
growing status would translate to healthy hair.

The Market
----------

         The Hair Growth Factor (HGF) technology, as well as the Antioxidant
(A-O) technology, will be widely marketed to individuals who are experiencing
thinning of the hair due to regular hair dyeing or natural hair loss. This
totals a number in excess of 60,000,000 potential customers - both men and women
- in the United States alone, with over 100,000 new potential U.S. customers
emerging each year. The Vitamin D3 technology, which has been created to protect
against chemotherapy-induced alopecia, will be marketed to tens of thousands of
patients who are undergoing chemotherapy treatment for cancer each year.

                                       17
<PAGE>

The HBI Solution
----------------

         HBI believes its technologies will provide the basis for products that
will be demanded by individuals experiencing hair thinning or hair loss as well
as individuals who dye their hair or are presently undergoing chemotherapy, with
a method of protecting the hair follicles (HF) against oxidative stress and
chemotherapy, which HBI believes will ultimately reduce the loss of hair.

         The primary goal of HBI is to develop, license, and market its hair
growth and preventative hair loss technology to individuals who have a hair
thinning condition, who are experiencing hair loss, who dye their hair or who
are presently undergoing chemotherapy. HBI's third biotechnological method which
protects the hair follicles (HF) against oxidative stress, and which ultimately
reduces the loss of hair is ready for market and does not need to be approved by
the United States Food and Drug Administration ("FDA") because it is a cosmetic
product.

Principal Products, Services and Markets
----------------------------------------

         HBI has three technologies that will provide the basis for its hair
restoration products: the antioxidant (A-O) technology, the vitamin D3
technology and the Hair Growth Factor (HGF) technology. All three of the
technologies are patented.

         First, HBI believes that it can immediately offer its clients an
alternative method for reducing the deterioration of the HG due to oxidants and
free radicals through products that are currently ready for production. These
products are generated from proprietary technology referred to as the "A/O
technology" and will be offered to its clients in the form of a lotion, cream,
sunscreen, emulsion, liposomes and shampoo or conditioner formulation. These
products will be provided to individuals, through third party cosmetic
companies, who have a hair thinning condition, who are experiencing hair loss
actively, and who dye their hair.

         The technology is a cosmetic product and, as such, the FDA requires no
human studies on the product prior to its sale. It is prophylactic in nature:
people use it to protect against hair damage. For example, it is used to protect
the hair against oxidative damage resulting from regular dyeing, anoxious
environmental agents and sunlight. Additionally, management believes it is
useful in preventing further hair loss in both men and women who are
experiencing natural hair loss which is normally the result of exposure to
various environmental pollutants.

                                       18
<PAGE>

         Although there are thousands of experiments providing that oxidants
cause injury to the skin "wrinkles" and a great amount of publicity about the
salutary health effects of antioxidants that prevent the skin injury, HBI
believes that it is the first company to prove that the same theory applies to
the hair. HBI's antioxidant for the hair is HBI's exclusive intellectual
property as stated in its patent. The Antioxidant (A-O) technology will be
widely marketed to individuals who are experiencing thinning of the hair due to
regular hair drying or natural hair loss. This totals a number in excess of
60,000,000 potential customers - both men and women - in the United States
alone, with over 100,000 new potential U.S. customers emerging each year.

         Secondly, the D3 technology will be used by chemotherapy patients who
are experiencing concomitant hair loss. The vitamin D3 technology is a
pharmaceutical product and does require human studies before it can be marketed.
The FDA has approved such human studies for this technology, and HBI has
initiated such studies on the technology in collaboration with a large
pharmaceutical company. Management of HBI estimates that products based on this
technology will be delivered to the market within two (2) years.

         Thirdly, the patented HGF technology is in the research phase and is
the exclusive technology of HBI. Like the A-O technology, it is a pharmaceutical
product; unlike the A-O technology, the HGF technology is remedial in nature and
not yet approved by the FDA. It is expected to be used via weekly injections by
both men and women with virtually any kind of hair-related malady. Management
estimates that products based on this technology will be delivered to the market
within two (2) years.

         Management believes that it is quite important to recognize the
significance of the fact that the HGF technology is derived from a human hormone
and is therefore not a drug. It is in this respect that management believes HGF
products will be distinguished from current market leaders Rogaine and Propecia.
Specifically, because the HGF products are human hormones, management believes
that they will be as effective for women as men. Rogaine and Propecia are not as
effective for women as for men. Moreover, management believes HGF products will
have a higher rate of effectiveness for men than the 20-30% rate touted by
Rogaine and Propecia.

Marketing and Sales
-------------------

         HBI plans to market its three technologies through two specific
channels: (1) large cosmetic companies, and (2) large pharmaceutical companies.

                                       19
<PAGE>

         As a cosmetic product, the A/O technology will be licensed and/or
sub-licensed to cosmetic industry leaders with the understanding that those
entities will market products using the technology under their own brands. HBI
believes that existing market penetration enjoyed by these brands will generate
significant sales for the technology without requiring HBI to allocate resources
for the development of its own marketing infrastructure. Alternatively, HBI
itself could market the technology through infomercials and direct sales,
methods that are well-established and require no description here.

         As pharmaceutical products, management believes that the Vitamin D3
technology and the hair growth factor technology will also be licensed and/or
sub licensed to a pharmaceutical industry leader. Management believes that
market penetration enjoyed by such a large pharmaceutical company or any other
company that HBI enters into agreement with will generate significant sales for
the technology without requiring HBI to allocate resources to the development of
its own marketing infrastructure.

Strategy
--------

         HBI's objective is to grow earnings and revenues by licensing or
assigning its technologies to large, well-established companies in the cosmetics
and pharmaceuticals industries. HBI believes that these large, well-established
firms will utilize their own trademarks in the marketing and distribution of
products derived from and/or based on technologies. HBI intends to require
royalty agreements from its licensees and assignees in addition to the
aforementioned fees. Such relationships are currently in negotiations and
therefore will not be discussed until the terms are finalized.

         Management believes that its first source of revenues will be derived
from the A/O technology. The product of this technology is ready for immediate
production as soon as HBI executes and agreement with a cosmetic concern.
Company representatives are currently having discussions with a large cosmetic
company.

         The Vitamin D3 technology, which is already approved by the FDA for
clinical trials, is expected to generate revenues through royalty fees within
two (2) years.

         The hair growth factor, in management's opinion, is the most
potentially rewarding in terms of its revenue-generating potential. However,
management believes that it is still too early to accurately determine when this
product will be ready for production. Alternatively, HBI itself could market and
distribute products derived from and/or based on HBI's technologies via direct
sales and infomercials.

                                       20
<PAGE>

Products and Technology
-----------------------

         HBI has three (3) technologies that will provide the bases for hair
repair and growth products: the Antioxidant (A-O) technology, the Vitamin D3
technology and the Hair Growth Factor (HGF) technology. All three of HBI's
technologies are patented.

The Antioxidant (A-O) Technology
--------------------------------

         Products made with the A-O technology are ready for immediate
production. The technology is a cosmetic product and, as such, the FDA requires
no human studies on the product prior to its sale. It is prophylactic in nature,
designed to prevent hair damage. For example it protects the hair against damage
resulting from regular dyeing and sunlight. Additionally, it is useful in
preventing further hair loss in both men and women who are experiencing natural
hair loss, which is normally the result of exposure to various environmental
pollutants.

         Although there are thousands of experiments providing that oxidants
cause injury to the skin "wrinkles" and that antioxidants prevent the skin
injury, HBI believes that it is the first company to prove that the same theory
applies to the hair. HBI's antioxidant for the hair is HBI's exclusive
intellectual property as stated in its patent. The Antioxidant (A-O) technology
will be widely marketed to individuals who are experiencing thinning of the hair
due to regular hair drying or natural hair loss. This totals a number in excess
of 60,000,000 potential customers - both men and women - in the United States
alone, with over 100,000 new potential U.S. customers emerging each year.

The Vitamin D3 Technology
-------------------------

         The patented Vitamin D3 technology will be used by chemotherapy
patients experiencing concomitant hair loss. The vitamin D3 technology is a
pharmaceutical product and, as such, the FDA requires human studies before
marketing to the public. The FDA approved human studies for this technology, and
HBI's plans to initiate such studies in collaboration with a large
pharmaceutical company within the next 12 months. Management estimates that
products based on this technology will be delivered to the market within two (2)
years.

The Hair Growth Factor (HGF) Technology
---------------------------------------

         The patented HGF technology is in the research phase and is the
exclusive technology of HBI. It is a pharmaceutical product. Unlike the Vitamin
D technology, the HGF technology is remedial in nature and not yet approved by
FDA. It is expected to be used by both men and women experiencing virtually any
kind of hair-related malady. The HGF technology is a natural hormone that is

                                       21
<PAGE>

derived from human cultured cells and is expected to be delivered to the user
via weekly injections. Management estimates that products based on this
technology will be delivered to the market within three to four years.

         In the hair growth technology industry, the only FDA approved competing
products to date are Rogaine and Propecia. Unlike HBI's human hormone, in the
HGF technology, however, both of these products are chemicals with significant
side effects, i.e., possible impotence in the case of Propecia. In addition,
both of these products have a low percentage of efficacy, and Propecia is
limited in its use for men only.

Competition
-----------

     Industry Background
     -------------------

General
-------

         The FDA strictly regulates the hair growth and hair loss prevention
industry. Management believes the HBI patent has been proven effective in
protecting against chemotherapy-induced alopecia. HBI believes that there is
currently no significant competition for the treatment of chemotherapy-induced
alopecia. The Vitamin D3 technology, which has been created to protect against
chemotherapy-induced alopecia and has been recently approved by the FDA for
clinical testing, will be marketed specifically to those individuals who are
cancer patients and are undergoing chemotherapy.

         In the hair growth technology industry, the only FDA approved competing
products are Rogaine and Propecia. Unlike HBI's human hormone, the "hair growth
factor", both of these products are chemicals with significant side effects,
i.e., possible impotence in the case of Propecia. In addition, both of these
products have a low percentage of efficacy, and Propecia is limited in its use
for men only.

         Although there are thousands of experiments providing that oxidants
cause injury to the skin "wrinkles" and a great amount of publicity about the
salutary health effects of antioxidants that prevent the skin injury, HBI
believes that it is the first company to prove that the same theory applies to
the hair. HBI's antioxidant for the hair is HBI's exclusive intellectual
property as stated in its patent. The Antioxidant (A-O) technology will be
widely marketed to individuals who are experiencing thinning of the hair due to
regular hair drying or natural hair loss. This totals a number in excess of
60,000,000 potential customers - both men and women - in the United States
alone, with over 100,000 new potential U.S. customers emerging each year.

                                       22
<PAGE>

Intellectual Property and Proprietary Rights
--------------------------------------------

         HBI regards its hair growth and hair loss prevention technologies as
proprietary and has protected them using a combination of some or all of the
following measures: copyrights, patents, trademarks, and trade secret laws,
employee and third-party nondisclosure agreements and other methods of
protection. There can be no assurance that these measures will be adequate or
that HBI's competitors will not independently develop technologies that are
substantially equivalent or superior to HBI's technologies. It may be possible
for unauthorized third parties to copy or reverse engineer portions of the
products developed with HBI's technologies or otherwise obtain and use
information that HBI regards as proprietary. Furthermore, the laws of certain
foreign countries in which HBI's products are or may be developed, manufactured
or sold may not protect HBI's products or intellectual property rights to the
same extent as do the laws of the United States and thus makes the possibility
of unauthorized use of HBI's products more likely. Significant and protracted
litigation may be necessary to protect HBI's intellectual property rights. Such
litigation would likely result in significant expenditures and the diversion of
management's attention. Any such litigation involving HBI could have a material
adverse effect on HBI's business, financial condition and results of operations.

         The Vitamin D3 technology is U.S. Patent Number 5,486,509. The
inventors are Dr. Joaquin J. Jimenez and Dr. Adel A. Yunis, two researchers at
the University of Miami Medical School, and the patent was originally assigned
to the University of Miami (FL). In August 1997, the University of Miami then
assigned this patent to Hairbiotech, Inc. ("Hairbiotech of Florida"), a Florida
corporation controlled by the founders and officers and directors of the HBI,
for a $25,000 fee, payable in five annual installments of $5,000, commencing
January 1, 1998, and a 1% royalty fee generated by net sales of products derived
from or utilizing the patent. This patent, related technologies, and all rights
associated with both were sold and assigned to HBI on or about July 30, 1998.

         The HGF technology is patented under U.S. Patent Number 8,570,411. The
technology is the property of the University of Miami and Dr. Jimenez.
Hairbiotech of Florida retained an exclusive license from the University of
Miami for the entire life of the patent

         The Antioxidant technology is U.S. Patent Number 8,745,911 and is the
property of Dr. Yunis and HBI.


                                       23
<PAGE>

Government Regulation
---------------------

         HBI's products are subject to strict federal, state, and local
law/regulations. The hair growth and hair loss prevention industry is highly
regulated and closely monitored by the FDA. The only FDA-approved competing
products at this time are Rogaine and Propecia. HBI acquired the patent for the
first drug proven effective in protecting against chemotherapy-induced alopecia
in the animal model. After demonstrating that HBI's product will provide
protection against chemotherapy-induced alopecia, HBI has received FDA approval
for clinical trials. There is currently no competition for the treatment of
chemotherapy-induced alopecia. However, the hair growth and hair loss prevention
industry is currently dominated by companies that have substantially greater
capital, marketing, and research and development resources than the Company. And
while HBI will seek to protect its current patents and technologies, there can
be no assurance that HBI will be competitive or ever establish a significant
market share.

Research and Development Over the Last Two Years
------------------------------------------------

         Management of HBI estimates that research and development costs over
the last three years amounted to $250,000. These costs were paid by HBI,
Hairbiotech of Florida and the scientific personnel involved in the research and
development activities. No research and development costs were borne directly by
customers.

Environmental Laws
------------------

         HBI or its management is not aware of any noncompliance issues with
federal, state or local environmental laws.

Employees
---------


         HBI currently has no (0) full-time employees and three (3) part-time
employees. None of the personnel is covered by a collective bargaining
agreement, and HBI considers its relationships with its employees to be very
good.

                                       24
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTIES
         -------------------------

         The Company's executive offices are located at 801 Brickell, Avenue,
9th Floor Miami, Florida 33131. These premises are being rented on a
month-to-month basis.

         ALG's corporate headquarters are located at 25899 West 12 Mile Road,
Suite 350, Southfield, MI 48034. It is moving to bigger office space within the
same building in February 2002. ALG operates additional offices located at:

8702 No. 2nd Street, Brighton, MI 48116
1430 E. Missouri Ave., Suite 125, Phoenix, AZ 85014
8767 E. Via de Ventura, Suite 275, Scottsdale, AZ
25899 W. 12 Mike Road, #350, Southfield, MI 48034
9830 Bauer Drive, #200, Indianapolis, IN 46280
14499 No. Dale Mabry Hwy., #159, Tampa, FL 33618
4381 Davison Road, Burton, MI 48509
47798 Van Dyke, Shelby Township, MI 48317
21640 No. 19th Ave., Suite C2, Phoenix, AZ 85027

         IMT's offices are located at 1985 NW 88 Ct., Suite 102, Miami, Florida
33172.

         HBI's corporate headquarters are located at Dr. Doured Daghistani's
pediatric oncology offices at 8940 No. Kendall Dr., Suite 905, Miami, Florida
33176. These headquarters are provided at no cost to the Company. HBI's
laboratory and other facilities are located at the University of Miami Medical
School, Miami, Florida.

         Management believes that these facilities are adequate for the
Company's current needs and that suitable additional space, should it be needed,
will be available to accommodate expansion of the Company's operations on
commercially reasonable terms.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

         The Company reported in its report for the quarter ended June 30, 2000,
that it was not involved in any form of litigation, nor had it been served by
anyone, however, it was being threatened of being sued by parties believed to be
short in the Company's stock. Some of these parties were attempting to extort a
certain amount of shares from the Company by making accusations, known to be
blatant lies, against the Company and the Company's CEO, Mr. Luis Alvarez.

                                       25
<PAGE>

         Management felt compelled to disclose the Company's dealings with these
parties at that time in the unlikely event that either the Company or the CEO
would be served with a frivolous lawsuit. The Company CEO and the Company
attorneys met with these parties' attorneys to discuss the nature of their
complaints. Neither the Company nor Mr. Alvarez was ever served, either
personally or through any of the attorneys, as Mr. Alvarez suggested they could
do. The Company's disclosure, therefore, was done in an abundance of caution.
The Company was, and is, prepared to be served by such parties and possesses
numerous articles of evidence defending the Company and CEO against their
accusations. Management believes that these parties were merely attempting to
apply pressure, by filing frivolous complaints and motions, in order to receive
a specified amount of common shares, but without having to expose themselves to
any sort of testimony. Thus, the following has been their course of action:

         (1) On February 22, 2000, CVI Group ("CVI"), a Canadian joint venture,
and others associated with CVI (collectively, "Plaintiffs"), filled in Palm
Beach County, Florida, Circuit Court, but did not serve, an action styled CVI
Group, et al. V. Whitehall Enterprises, Inc. and Luis Alvarez, Case No. CL
00-1807 AB (the "Lawsuit"). The Lawsuit was a desperate attempt to unwind
certain arms-length transactions in the shares of Whitehall Enterprises, Inc.
("Whitehall") to which a Plaintiff or various Plaintiffs were a party, including
a July 30, 1999 written agreement affording Whitehall's CEO, Luis Alvarez
("Alvarez"), the option to purchase from plaintiff, 1274328 Ontario, Inc., four
million (4,000,000) shares of Whitehall preferred stock (collectively, the
"Transactions"). Plaintiffs falsely depicted themselves as victims of a scheme
by defendants to increase demand for Whitehall shares. They complained also of
damage resulting from threats of physical harm allegedly made by Mr. Alvarez.

         As acknowledged in writing by Plaintiffs' counsel, there was no merit
whatever to the Lawsuit. Mr. Alvarez did not threaten Plaintiffs as alleged in
the Lawsuit, nor were Plaintiffs otherwise entitled to relief from the
Transactions. Whitehall and Mr. Alvarez would have aggressively defended the
Lawsuit, attacking among other things, the sufficiency of Plaintiffs attempts at
service of process and will file when appropriate, a counter-complaint.
Whitehall and Mr. Alvarez moved to dismiss the complaint as failing to state a
cause of action, for improper service of process and improper venue. That motion
was scheduled to be heard on October 18, 2001. However, on October 15, 2001,
while the Plaintiffs were testifying under oath in another related matter in
another jurisdiction, Plaintiffs' counsel contacted Whitehall's counsel to
voluntarily dismiss the lawsuit without prejudice. On October 19th, the Palm
Beach County Circuit Court entered an Agreed Order of Dismissal without
prejudice.

                                       26
<PAGE>

         (2) On March 27, 2000, 127 Ontario and 129 Ontario ("Ontario") filed a
Motion with the United States Bankruptcy Court, Southern District of Florida to
require the Company to fulfill certain terms of the Court's Confirmation Order
of September 8, 1998, specifically payment of $75,000 in cash, issuance of
4,000,000 shares of Preferred Stock and the appointment of three of the five
directors of the Company. Coincidentally, the attorneys for Ontario, which also
represent CVI, did not notify the Company attorneys and the U.S. Bankruptcy
Court granted and Order on October 16, 2000 to this effect.

         On October 25, 2000, the Company moved to vacate the Order on the basis
that each of the matters ordered by the Court had been previously satisfied and
fulfilled by the Company. Based on these circumstances, the Company believes
that it will be in a position to demonstrate essential compliance with the
Court's Order and, consequently, there should be no impact on the Company's
operations since it has satisfied previously the specific terms of the Order.

         The parties stipulated and agreed that the motion to vacate the
Bankruptcy Court's October 16, 2001 Order would be granted in the event that the
Plaintiffs failed to secure a default judgment on the Lawsuit filed in Palm
Beach County, but not served on the Company or Mr. Alvarez, either personally or
through any of the attorneys. On or about February 2, 2001, the Plaintiffs in
the Lawsuit withdrew their motion for entry of a default judgment upon the
filing by defendants of a motion to dismiss the Lawsuit. Thus, on March 13th,
the United States Bankruptcy Court, Southern District of Florida entered an
Order granting the Company's motion to vacate the order issued on October 16,
2000 by the Court.

         While, both of the abovementioned filings were frivolous in nature and
have been resolved, the Company is legally bound to disclose them. Management
believes that the disclosure itself was what the parties were trying to use as
leverage against the Company and the CEO. However, the Company and the CEO
vigorously defended themselves and the parties were not successful.

         On December 22, 2000, the Company filed in Superior Court of the state
of Arizona, County of Maricopa, a complaint styled Whitehall Enterprises, Inc.,
a Delaware corporation; and Alternative Lending Group, Inc., an Illinois
corporation, Plaintiffs, v. R. Jeffrey Mertz and Kelly Mertz, husband and wife,
Defendants., Case Number CV2000022536. The complaint charges the Defendants with
Breach of Contract, Conversion, Breach of Fiduciary Duty, Fraudulent Conveyance
and Unjust Enrichment.

                                       27
<PAGE>

         Subsequent to the acquisition of ALG by Whitehall and pursuant to an
Employment Agreement, Mr. Robert Jeffrey Mertz ("Mertz") continued to be
employed as the President of ALG. In that capacity, Mertz retained significant
control over ALG's corporate accounts and operations.

         In or about June 2000, Mertz arranged to purchase a home in Paradise
 Valley for approximately $1.5 million. Mertz purchased the home for his
 personal use. The purchase of the home conferred no benefit on ALG. Mertz made
 arrangements to borrow the bulk of the purchase price from ALG and other third
 parties. Mertz represented on his application and attached financial statements
 that he was the owner of both ALG and the 8 million Whitehall shares that
 Whitehall had used to purchase ALG. Mertz also represented that certain
 corporate accounts of ALG, and that certain vehicles leased to ALG, were his
 personal assets. Mertz made additional false disclosures to his lenders in
 order to secure financing. Specifically, Mertz falsely represented that he had
 received income from MiB, which at the time was in acquisition negotiations
 with Whitehall. Mertz also falsely reported income from another company. Mertz
 did not have sufficient personal assets to meet his down payment obligations.
 Consequently, he arranged for ALG funds to be wired from ALG accounts in order
 to meet his down payment obligations. Mertz falsely represented the true
 purchase price of the home. Although he indicated in his loan documents that
 the sale price was approximately $1.5 million, Mertz made arrangements for
 approximately $200,000 to be returned to him after the loans closed. With
 assistance from fellow ALG employee, Jonathan Reece, Mertz packaged the loan
 transaction through ALG in order to hide his illegal activity. However, Mertz
 did not disclose to his lenders that he was employed by ALG. Instead, he
 falsely represented that he was employed by Whitehall and that he was a
 customer of ALG. Although Mr. Reece was not an ALG loan officer, he represented
 himself as one at Mertz's direction in order to mislead the lending banks. By
 implicating ALG in the transaction, Mertz subjected the company to potential
 recourse by the lender banks. Mertz's various misrepresentations violated state
 and federal criminal banking laws, and constituted a fraud on all of the
 participants in the transaction, including ALG.

         Defendants also used ALG assets for personal reasons to the detriment
 of ALG. Among other things, Whitehall learned that Defendants used their ALG
 credit cards to purchase in excess of $200,000 in goods and services intended
 to benefit Defendants personally, and which conferred no benefit to ALG. These
 items included purchases from Victoria's secret, limousine travel to Las Vegas,
 cash advances at casinos, and other consumer goods, including furniture and
 accessories for the Defendants' newly purchased Paradise Valley home.

                                       28
<PAGE>

         In addition to discovering several acts of misconduct by Mertz,
 including the misappropriation of ALG funds, Mertz had mismanaged ALG and had
 failed to use his best efforts to secure revenue for ALG. Therefore, on
 November 10, 2000, pursuant to its authority under the Articles of
 Incorporation and Bylaws of ALG, Whitehall removed Mertz and Jonathan Reece as
 Directors of ALG. Whitehall appointed Luis Alvarez, James Mack, and Vincent
 Landis as replacement directors. That same day, ALG terminated Mertz's
 employment with ALG. Mr. Jonathan Reece and Mrs. Kelly Mertz were also
 terminated. The new Directors then appointed James Mack as President and
 Secretary.

         In anticipation of his termination, Mertz arranged for a colleague to
 remove his office computer from the ALG office. Mertz also removed various
 records regarding ALG's accounts. Mertz's purpose in taking these records was
 to hinder the ability of Whitehall and ALG to discover his various acts of
 embezzlement and fraud. The computer in question contained proprietary
 documents and client files belonging to ALG depriving ALG of valuable business
 information, which cannot be replaced.

         Immediately following his termination, Mertz contacted representatives
 of Merrill Lynch, which managed certain accounts of ALG. Mertz instructed the
 Merrill Lynch representatives to transfer funds from ALG accounts into his
 personal accounts, or into accounts he had opened in the name of ALG but which
 were not listed on ALG's financial reports and were, therefore, unknown to
 Whitehall and new ALG President James Mack. Without knowing that Mertz had been
 terminated, Merrill Lynch complied with Mertz's requests. These misappropriated
 funds from ALG's Merrill Lynch accounts were intended to be used to meet ALG's
 November payroll obligations. As a result of Mertz's embezzlement, ALG incurred
 indebtedness to its employee leasing company, which funded ALG's payroll
 obligations.

         In addition to his unauthorized use of the funds in ALG's Merrill Lynch
 accounts, Mertz contacted representatives of Northwestern Mutual Life Insurance
 Company to obtain one or more loans against the policies. The Northwestern
 representatives arranged for Mertz to receive approximately $100,000 as a loan
 secured by the Northwestern life insurance policies. Mertz then used the
 proceeds from the loan, which rightfully belong to ALG for his personal
 benefit, therefore, secreting the proceeds of the Northwestern Mutual Life loan
 with the intent to defraud Plaintiffs. The Northwestern Mutual life insurance
 policies are an asset of ALG. This representation was confirmed by an Eide
 Bailey audit report of ALG provided to Whitehall in connection with the
 acquisition of ALG.

         Mertz's various unauthorized uses of ALG funds, and his mismanagement
 of ALG, constitute acts in breach of his Employment Agreement with ALG. Without
 authority from ALG or Whitehall, Mertz unlawfully converted funds belonging to

                                       29
<PAGE>

 ALG for his personal use. Mertz's various unauthorized uses of ALG funds, and
 his mismanagement of ALG, constitute acts in breach of his fiduciary duty to
 ALG and to Whitehall, as the sole shareholder of ALG. Defendants have made
 transfers of funds with the intent to hinder, delay, or defraud ALG and
 Whitehall in violation of A.R.S. ss. 44-1001 et. seq. Mertz has illegally and
 without authorization obtained ALG funds with the intent to defraud Plaintiffs.
 Mertz also transferred funds to other personal accounts and/or used a portion
 of the ALG funds to secure legal representation for Defendants, for Jonathan
 Reece, and for Mindi Osborn, the bookkeeper for ALG.

         At all times relevant to the allegations set forth herein, a fiduciary
 and agency relationship existed between Mertz, ALG, and Whitehall, as the sole
 shareholder of ALG and at all times relevant to the allegations set forth
 herein, Mertz owed a duty of care and loyalty to ALG and Whitehall, as the sole
 shareholder of ALG. Mertz's conduct constitutes a breach of his duties of care
 and loyalty to ALG.

         The Defendants have been enriched by the wrongdoing described herein
 and the Plaintiffs have been unjustly deprived of assets as a result of the
 Defendants' wrongdoing. There is a connection between Defendants' enrichment
 and the harm caused to Plaintiffs.

         ALG is the rightful owner of, and is entitled to possess, the
aforementioned office computer, credit cards, a 2001 Porsche leased without
authorization, and a 1999 GMC Yukon. ALG has demanded the return of said
property and Mertz has refused.

         Therefore, incorporating the allegations set forth herein, the
Plaintiffs requested the Court to grant relief in favor of Plaintiffs and
against Defendants as follows:

         A Writ of Replevin directing the Sheriff to recover possession of ALG's
credit cards, its office computer, and the two leased automobiles, and to return
same to ALG;

         A Writ of Attachment against Defendants' bank accounts to prevent them
from removing the assets of ALG from this jurisdiction;

         An injunction ordering Mertz to turn over records of all accounts where
he has deposited ALG funds, and to answer questions regarding same;

         An award of damages, including punitive damages, in the form of
judgment against Defendants in an amount to be proven at trial;

                                       30
<PAGE>

         Recovery of its taxable costs and reasonable attorneys' fees;

         Pre-judgment and post-judgment interest at the maximum rate permitted
by law;

         At the present time, no discovery has been conducted in the case. The
Company has amended the complaint to include other charges and another
defendant, and is evaluating the circumstances to determine if any legal action
will be taken against any other parties.

         On February 13, 2001, Mr. Mertz filed a 14 count lawsuit naming
Whitehall, ALG, Luis Alvarez, Whitehall Chairman, Jack Mack, ALG President,
Vincent Landis, Whitehall Director, Michael Matney, ALG Vice President and their
spouses in an effort to divert attention away from his actions and perhaps in
order to compel the Company to settle the action detailed above. On August 20,
2001, the parties submitted to the Court a stipulation dismissing as defendants
Messrs. Mack and Matney and their spouses.

         Although the Superior Court of the State of Arizona, County of
Maricopa, has upheld and affirmed ALG's valid and enforceable lis pendens
acquired against real property (the home located in Paradise Valley) purchased
with funds misappropriated by Mertz from ALG, the Company is not opposed to
settlement as suggested by opposing counsel. However, the Company will not agree
to do so unless the Company recovers all monies lost as a consequence of Mert'z
actions and will proceed to trial if necessary.

         Also at issue in the Arizona Litigation is ALG's entitlement to
proceeds of four "key man" insurance policies issued by Northwestern Mutual Life
Insurance Company ("Northwestern Mutual") on the life of Mertz (collectively,
the "Policies"). Mertz dies on March 8, 2001, reportedly from acute cocaine
intoxication. On that date, ALG, Mertz' former employer, owned the Policies,
which Mertz assigned to ALG in 1995 and in 1997.

                                       31
<PAGE>

         Promptly upon Mertz's death, ALG submitted to Northwestern Mutual a
claim and demand for all benefits payable under the Policies. Mertz's surviving
spouse opposed that claim and demand, contending that ALG's interest in the
Policies did not exceed in value the total premiums paid to Northwestern Mutual
by ALG. On June 27, 2001, the court ordered Northwestern Mutual to disburse to
ALG $93,231.40, an amount equal (in Northwestern Mutual's view) to that portion
of the insurance proceeds not claimed by Mrs. Mertz. Thereafter, on or about
August 3, 2001, Northwestern Mutual commenced in the Arizona Litigation an
interpleader action (the "Interpleader Action"), offering to deposit with the
Court the undisbursed insurance proceeds. On August 21, 2001, the Company will
file a counterclaim against Northwestern Mutual for its nonpayment of the
insurance proceeds.

         In its action against the Mertz estate and in defense of the
Interpleader Action, ALG will pursue vigorously its claim of entitlement to the
Policies and will proceed to trial if necessary, unless a settlement is reached
by the parties where the Company recovers all monies lost as a consequence of
Mertz's actions.

         The Company is currently investigating the facts surrounding the
suspected unauthorized misappropriation of Company funds by previous employees
Messrs. James Mack and Wallace Qualls and will take legal action in the near
future unless the funds are returned and other matters are resolved.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

         Not applicable.

                                       32
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         --------------------------------------------------------

         The Company's Common Stock is traded on OTC:BB under the symbol "WTHL."
On October 15, 1996, the Company under previous management, amended its
Certificate of Incorporation and undertook a one-for-fifteen (1:15) reverse
split of its outstanding Common Stock. The following table sets forth the high
and low bid quotations for the Common Stock since the commencement of trading
and for the periods indicated. These quotations reflect prices between dealers,
and do not include retail mark-ups, mark-downs or commission and may not
necessarily represent actual transactions.
                                                               High     Low
                                                               ----     ---
February 20 - March 31, 1999                                  $ 0.15   $0.02*
April l, - June 30, 1999                                      $ 0.08   $0.01
July 1, - September 17, 1999                                  $ 0.15   $0.03
September 18 - December 31, 1999                              $ 0.20   $0.03
January 1 - February 19, 2000                                 $ 0.28   $0.03
February 20 - March 31, 2000                                  $ 0.38   $0.03
April l, - June 30, 2000                                      $ 0.30   $0.09
July 1, - September 30, 2000                                  $ 0.17   $0.08
October 1 - December 31, 2000                                 $ 0.14   $0.03
January 1 - March 31, 2001                                    $ 0.06   $0.01
April 1 - June 30, 2001                                       $ 0.05   $0.01
July 1 - September 30, 2001                                   $ 0.027  $0.01
October 1 - December 31, 2001                                 $ 0.017  $0.008

         *After May 1997, the Company had no significant operations.
Consequently, there were no authoritative or authentic bid quotations Between
May 1997 and February 1999.

         As of December 31, 2001, the approximate number of holders of the
Company's Common Stock was approximately 9,300.

         The Company has never paid cash dividends on its Common Stock. The
Company presently intends to retain future earnings, if any, to finance the
expansion of its business and does not anticipate that any cash dividends will
be paid in the foreseeable future. Future dividend policy will depend on the
Company's earnings, capital requirements, expansion plans, financial condition
and other relevant factors.


                                       33
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
         -----------------------------------------------------------

PLAN OF OPERATIONS
------------------

         During the year ended September 30, 2001, the Company continued to
focus its resources in establishing a presence in the financial services
industry as a national mortgage lender. The most important goal was to increase
the amount of mortgage loans originated. Once achieved, with the acquisitions of
ALG, DF, and MiB, the Company was licensed and operating in twenty-seven states
until December 2000. However, due to the high costs of doing business in some
states, ALG has reduced the states it operates in to the current twelve and two
additional states pending licensure. Currently, resources are also being
provided to increase marketing efforts to originate more loans.

         During the quarter ended March 31, 2001, ALG opened a branch office in
Tampa, Florida to take advantage of the tremendous growth being experienced in
the State's central area and its west coast. The branch was initially developed
by contracting established loan officers with many years of experience in the
geographical area. The development of this area will significantly increase loan
originations and revenues.

         Effective June 30, 2000, the Company sold MBM. With the proceeds and
obligations received with the sale of MBM, the Company purchased the license to
the distribution rights of "DocPal" from Windmill. Whitehall and Global have
entered into an Extension of the Promissory Notes Agreement that provides for a
standstill position until September 1, 2002. During such time, the parties will
investigate seeking legal recourse from third parties that have caused damages
to both parties as it relates to the sale of MBM. The Company did not forfeit
any rights under the existing Notes.

         On October 3, 2000, ALG acquired MiB Group Ltd., an out-source
telemarketing company based in Indianapolis and MiB Financial Services, Inc., a
mortgage brokerage company licensed to conduct business in Kentucky and Indiana,
wholly owned by MiB Group Ltd. (collectively known as "MiB"). The following
table summarizes the more significant terms of the agreement:

o        ALG acquired 100% of the ownership of MiB in exchange for 900,000
         shares of Whitehall's common stock, which is equivalent to .5% of its
         200,000,000 issued shares. The total interest in MiB was acquired from
         Scott J. Weaver and Michael L. Beasley.

o        Of the 900,000 common shares of Whitehall, 450,000 shares will have a
         value twelve (12) months from October 3, 2000 of $450,000. As
         additional consideration, ALG agrees to retain Scott J. Weaver as a

                                       34
<PAGE>

         consultant to be paid an annual salary of $1 plus health/dental
         benefits under ALG's existing plan until December 31, 2001. Mr. Beasley
         is currently employed with ALG as the manager of the Indianapolis
         office. Weaver and Beasley signed non-compete agreements with ALG for
         three years and six years, respectively.

o        As of October 3, 2001 the 450,000 shares did not have a value of
         $450,000. In lieu of issuing a significant amount of common shares to
         Messrs. Beasley and Weaver, a convertible debenture, convertible at
         Whitehall's discretion, was issued to Michael Beasley with monthly
         payments at 0% interest until such time that $225,000, (Beasley
         portion) is either paid or an amount of shares equal to the balance due
         are issued to Mr. Beasley. An arrangement will also be made with Mr.
         Weaver before the end of the second fiscal quarter. Mr. Weaver will be
         paid an interest amount for the time subsequent to October 3, 2001 and
         until such time that an agreement is reached.

o        MiB represents that they are not a party to or bound by any agreement
         of guarantee, indemnification, surety, or indebtedness of any other
         person, corporation or partnership, except for trade accounts payable
         incurred in the normal course of operations.

o        MiB has executed all necessary documents holding Whitehall Enterprises,
         Inc. harmless of any liability pursuant to the purchase agreement.

         Whitehall's objective in this acquisition was to acquire a profitable
business that would complement Whitehall's other operations. ALG and their
subsidiaries have the need to be marketed. Having MiB in our fold would have cut
expenses and eliminate the need to out-source the essential marketing function.
Furthermore, MiB Group's mortgage brokerage business will immediately grow
exponentially and become more profitable with ALG's operational and back office,
support in both Indiana and a new state added to our roster, Kentucky.

         As a subsidiary of Whitehall Enterprises, MiB will now have the means
to approach expansion into additional service offerings with brand name
recognition. Although MiB has the capacity to expand its operations, in terms of
a proven product, it has lacked the necessary backing to do so. This union will
immediately impact MiB by providing that essential link.

         HBI will continue with its research and development relative to the
prevention of hair loss in conjunction with the University of Miami School of
Medicine.

                                       35
<PAGE>

         HBI has completed its protracted negotiations with Abbott Laboratories.
Management decision makers at Abbott have decided not to move forward with an
option agreement and research costs associated with HBI's patented research
protocols. At the present time the general opinion is that insurance companies
will not cover the cost of medications, which are for cosmetic purposes only,
such as the Vitamin D Technology. The Vitamin D Technology is designed
specifically for chemotherapy patients who are experiencing concomitant hair
loss.

         HBI management is still of the opinion that the Vitamin D Technology,
due to the strong psychological support it provides to the patient and the
family unit, will eventually achieve a positive response from the insurance
industry. This coupled with its Hair Growth Factor Technology, and its cosmetic
A/O Technology, given the right marketing and corporate philosophy, will make a
significant impact in the hair rejuvenation and hair care market place.

         In light of these developments the Company has recently appointed Board
Member Vincent A. Landis to create an executive committee to assist HBI's
management with the implementation of their new Action Plan. The implementation
of this committee was delayed due to recent developments in the ALG subsidiary.
However, the plan is still moving forward. Additionally, now that negotiations
with Abbott Laboratories have terminated, HBI will aggressively pursue talks
with other pharmaceutical companies that have less stringent requirements with
respect to market share.

         HBI will continue with its research and development, relative to the
prevention of hair loss and hair rejuvenation. HBI scientists developed but did
not patent the original animal model currently being used for research and
development in the industry. HBI is now developing a new animal model for hair
growth research, which it believes will be the standard for all future hair
growth research. Once this model is perfected, HBI will patent the process.

         During April 2001, the Company incorporated Interactive Medical
Technologies, Inc. ("IMT") to carry out the marketing efforts and medical review
related to the distribution of its medical software. Effective May 1, 2001, at
Dr. Alberto A. Mitrani's suggestion and request, the Company hired Barbara A.
Guerard as IMT's President. Ms. Guerard brought many years of experience as an
executive in the medical industry. Ms. Guerard's employment with IMT, however,
terminated in the first fiscal quarter. Additionally, Dr. Mitrani was hired June
11, 2001 as Executive Vice President for Medical Affairs. Dr. Mitrani is to
chair the Editorial Medical Review Board that would verify IMT's Interactive
Medical Software. Dr. Mitrani is a graduate of Harvard University and University
of Miami and he is a contributing author to the most recent edition of Kelly's
Textbook of Internal Medicine.

                                       36
<PAGE>

         Several strategic marketing arrangements were negotiated inclusive of
equity investment opportunities in IMT.

         IMT will concentrate in obtaining resources through the sale of rights
outside the United States before marketing the software through web-based
e-commerce applications in the United States. On October 2, 2001 the Company
secured a proposal for a substantial amount of working capital for IMT ensuring
its success. However, Windmill Scientific refused to accept the payments due
them in their attempt to sever their relationship with the Company and do
business directly with previous associates of IMT. On October 15, 2001 Windmill
refused payment and illegally cancelled the Licensing Agreement without merit.
The Company has instituted arbitration, per the Licensing Agreement and fully
expects to succeed in arbitration and continue with its Licensing Agreement. At
that time Ms. Guerard's replacement will be hired. In the meantime, Windmill's
counsel has been noticed to file an answer to the American Arbitration
Association Case Manager by January 17, 2002.

         During fiscal year ending 2002, the Company will focus on carrying out
the following objectives:

o        Increase the amounts of loans originated and secure more favorable
         terms in the warehouse lines of credit for ALG group. Concentrate on
         increasing revenues and profits within profitable markets and not just
         increasing the number of states.

o        Continue efforts to promote HBI patents and execute a royalty agreement
         to generate revenue.

o        Generate revenues by executing the joint venture agreement proposed to
         Whitehall through IMT for the marketing of the DocPal software.

o        Make two acquisitions that will have a positive impact on the Company's
         balance sheet in terms of equity, and generate net income.

         Cash flows from the collection of loans and operations of ALG will
provide the liquidity necessary to meet obligations of the next 12 months.

         The CEO continues to study several other acquisitions. To achieve this
growth and the necessary working capital, the Company will require additional
funding. The Company has received preliminary commitments from investors to
arrange for future funding for acquisitions. While the Company has reason to

                                       37
<PAGE>

expect the completion of these arrangements in the near future, no assurances
can be given that such funds will be available. Furthermore, arrangements have
been negotiated to secure the necessary capital to substantially increase ALG's
warehouse lines.

RESULTS OF OPERATIONS
---------------------

         The Company's operations consist almost entirely of the operations of
ALG. Revenues consist of commissions and fees earned on mortgage loans closed
and sold with no recourse to institutional investors.

         Revenues from sales for the year ended September 30, 2001 were
$10,540,350 compared to $3,583,474 for the prior period that consisted from
January 1, 2000, the effective date of the ALG purchase through September 30,
2000. This amount included revenues from DF from March 23, 2000,the date the
Company closed that transaction. Pro-forma combined revenues from ALG and DF
from their prior fiscal year (December 31, 1999) amounted to $4,501,272. This
represents an increase of 234% over comparable periods.

         General and administrative expenses were $12,443,536 or 118% of sales
for the year ended September 30, 2001. General and administrative expenses for
ALG amounted to $10,013,861 or 95% of revenues for the year referred to above.

         Management is currently placing emphasis in attaining greater
profitability through cost cutting measures in expenses and overhead required to
support the operations of the financial segment, as well as the administrative
expenses relative to the holding company.

         Interest expense incurred of $137,122 in ALG was paid in warehouse
lines of credit used to close loans originated. Total interest expense for the
year ended September 30, 2001 amounted to $291,718, compared to $141,557 for the
last comparable period, as referred to above.

         The Company's consolidated net loss for the year amounted to
$(2,199,244) compared to net income of $190,563 for the year 2000. The net loss
consists substantially of the Company's decision to provide an additional $1
million allowance on the note receivable from Global Financial, the recognition
of the impairment of the license for $655,307, and the unauthorized payments
received by ALG's ex-officers totaling $460,427. The circumstances relative to
these charges are discussed in more detail in other sections of this report as
well as the Company's audited financial statements.

                                       38
<PAGE>

         Net income for the period ended September 30, 2000 consisted
principally of the reclassification of net income in MBM operations of $78,003
to net income from discontinued operations due to the sale of MBM.

         Activities for the entire year ended September 30, 1998 were related to
carrying out the Plan of Reorganization under Chapter XI. Consequently, revenues
were of a non operating and passive nature and expenses incurred were
significantly for attorneys fees and bankruptcy costs.

         From May, 1997 until the acquisition of MBM on December 1, 1998, the
Company did not carry any significant continuing operations. As discussed
previously, the Company's efforts were focused on in achieving its Chapter XI
reorganization plan.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

        At September 30, 2001, the Company had operating cash on hand of
$265,964 as compared to cash on hand at September 30, 2000 of $57,380. At
September 30, 2001, the Company had a negative working capital ratio of current
assets to current liabilities of approximately .745, which decrease from a
comparable ratio of .879 at September 30, 2000.

        At September 30, 2000, the Company had operating cash on hand of
$57,380. As compared to cash on hand at September 30, 1999 of $2,264. At
September 30, 2000, the Company had a negative working capital ratio of current
assets to current liabilities of approximately .879, which improved from a
comparable ratio of .528 at September 30, 1999.

         The long-term portion of debt at September 30, 2001 consisted of
installments due on capital lease and loan obligations of $153,346, and a
convertible debenture of $2,150,000 issued for the purchase of DocPal Medical
Review software license. The convertible debenture referred to above is subject
to conversion at $1 per share until February 28, 2002, the maturity date.
Afterwards, the conversion rate becomes the average closing bid price per share
for the five trading days prior to the notice of conversion.

        The long-term portion of debt at September 30, 2000 consisted of
installments due on capital lease and loan obligations of $94,146, convertible
debenture of $2,150,000 issued for the purchase of DocPal Medical Review
software license, and loans of $626,070 due to an investor group that was issued
common shares in lieu of payment on October 31, 2000.

        The long-term portion of debt at September 30, 1999 consisted of loans
due to the Royal Bank of Canada. The bank indebtedness was secured by a
registered general assignment of book debts and a general security agreement, a

                                       39
<PAGE>

guarantee and postponement of claim in the amount of $1,397,000 by 129 Ontario,
assignment of all shares of the company, postponement and assignment of all
shareholder debt and an assignment of Keyman insurance. MBM had violated certain
covenants with respect to the operating loans. While the bank had been advised
of this, they did not expressly waive the conditions. The Company was relieved
of all responsibility upon the closing of the sale of MBM.

        Cash flows provided by operating activities during the year ended
September 30, 2001 were approximately $793,110. The cash provided by operations
was used to pay for the expenses of the Company and service debt.

        Cash flows provided by operating activities during the year ended
September 30, 2000 were approximately $1,500,363. The cash provided by
operations was used to pay for the expenses of the Company and service debt.
Cash used in operating activities for the year ended September 30, 1999 was
approximately $490,576.

        Cash flows used in investing activities during the year ended September
30, 2001 were approximately $575,200 used to acquire the MiB common stock and to
purchase property and equipment used in existing and new office expansion.

         Cash flows used in investing activities during the year ended September
30, 2000 were approximately $2,621,228 used to acquire the ALG and DF common
stock and the DocPal Medical Review software license. Cash flows used in
investing activities during the year ended September 30, 1999 were approximately
$109,210 used to acquire the HBI patents and to purchase capital assets required
for manufacturing processes in MBM. Cash flows provided by investing activities
during the year ended September 30, 2000 were approximately $549,910 consisting
of the proceeds from the sale of MBM.

         Cash flows from financing activities during the year ended September
30, 2001 were provided by convertible debentures amounting to $200,000. These
debentures were issued relative to IMT transactions. Cash flows used in
financing activities during the year ended September 30, 2001 consisted of
principal payments of $209,326 on long term debt and capital lease obligations.

         Cash flows from financing activities during the year ended September
30, 2000 were provided by loans advanced to meet the working capital agreement
requirements in the acquisition of ALG (as discussed above and in the financial
statements). These loans were paid by the issuance of common stock on October
31, 2000. Cash flows used in financing activities during the year ended
September 30, 1999 consisted mainly of changes in loans receivable balances from
129 Ontario and debt service costs in the form of capitalized deferred charges
and loan costs and other loan payments required under the agreements between MBM
and the Royal Bank of Canada.


                                       40
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS
         --------------------

         The financial statements and supplementary data are included under Item
13(a)(1) and (2) of this Report.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ----------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

         None

                                       41
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         --------------------------------------------------------------
         COMPLIANCE UNDER SECTION 16(A) OF THE EXCHANGE ACT
         --------------------------------------------------

         The following table sets forth the names, ages and positions with the
Company of the executive officers and directors of the Company. Directors will
be elected at the Company's annual meeting of stockholders and serve for one
year or until their successors are elected and qualify. Officers are elected by
the Board and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.

     Name                        Position                         Age
     ----                        --------                         ---

Luis Alvarez                   President and Director             42

Carlos M. Trueba               Director                           47

Vincent Landis                 Director                           55

Leslie Miller                  Director                           59

Mary Lou Foy                   Director                           57

The business backgrounds of the individuals referred to above are as follows:

         LUIS ALVAREZ, the current President of the Company, served as President
of Sentrex Financial Consulting Services, Inc., (1994-1998). Prior to that, Mr.
Alvarez was President and CEO of Knight Corporation (1991-1994) and President
and CEO of Sentrex Security Systems, Inc. (1985-1991). Mr. Alvarez also spent
four years serving the community as a police officer with the City of Miami
(1981-1985).

         CARLOS M. TRUEBA is a certified public accountant with over 21 years of
experience practicing his profession in South Florida. He graduated from Florida
International University with a degree in business administration with majors in
accounting and finance. Mr. Trueba is currently Vice President and director of
the audit practice of the Accounting firm of Rodriguez, Trueba & Company CPA's
P.A.

         VINCENT LANDIS has been employed with the City of Miami Police
Department for the past 32 years and has served in every organizational
department therein. Mr. Landis is currently a Captain of Police in the City of
Miami Police Department. Mr. Landis has also served in the City of Miami Civil
Service Board. He graduated from St. Thomas University with a B.A. in Public
Administration.

                                       42
<PAGE>

         LESLIE MILLER graduated from Temple University with a major in business
administration. Mr. Miller has 36 years of experience in the lumber industry,
and for over a decade has been President of L. Miller Forest Products, Inc.

         MARY LOU FOY graduated from Auburn University with a BA major in
Journalism. Ms. Foy conducted graduate studies at the University of Florida in
journalism and environmental engineering. She received a journalism law research
scholarship funded by the Environmental Protection Agency. Ms. Foy is the
current Picture Editor at the Washington post where she has been employed since
1990. Previously she was a staff/chief photographer with major newspaper
publications since 1971.

ITEM 10. EXECUTIVE COMPENSATION
         ----------------------

CASH COMPENSATION
-----------------

         There was no cash compensation paid to executive officers as a group
for services provided to the Company in all capacities during the year ended
September 30, 2001.

EMPLOYMENT AGREEMENTS
---------------------

         There are no employment agreements at the current time.


                                       43
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

         The following table sets forth Common Stock ownership as of December
31, 2000 with respect to (i) each person known to the Company to be the
beneficial owner of five (5%) percent or more of the Company's outstanding
Common Stock, (ii) each director of the Company and (iii) all executive officers
and directors of the Company as a group. This information as to beneficial
ownership was furnished to the Company by or on behalf of the persons named.
Unless otherwise indicated, the business address of each person listed is 801
Brickell Avenue, 9th Floor, Miami, Florida, 33131. Information with respect to
the percent of class is based on 138,107,945 shares of the Company's Common
Stock issued and outstanding at December 31, 2000.

                                           Shares
                                        Beneficially         Percent
      Name                                Owned (1)          of Class
      ---------------------------------------------------------------------
      Luis Alvarez (2)                          0                0
      Mary Lou Foy (3)                          0                0
      Carlos M. Trueba (4)                      0                0
      Vincent Landis (5)                        0                0
      Leslie Miller (6)                   140,000                0
      All executive officers and
      Directors as a group
      (5 persons)                               0                0


(1)      Except as otherwise indicated in the footnotes below, each stockholder
         has sole power to vote and dispose of all the shares of common stock
         listed opposite his name.

(2)      Mr. Alvarez is Chairman of the Board and President of the Company and
         he owns no shares of the Company's common stock as of the date of this
         report. He owns 4,000,000 Preferred Shares. Each of the shares of
         Series 1 Preferred Stock is convertible into 27 shares of Common Stock
         over various periods based on the underlying Common Stock reaching
         price levels ranging from $10.00 to $50.00 per share. However, no
         shares of Series 1 Preferred Stock may be converted into Common Stock
         before January 1, 2004. Each share of Series 1 Preferred Stock has 100
         Notes or a total of 4,000,000 Notes. On July 30, 1999, 129 Ontario
         issued an irrevocable option to purchase the 4 million shares to Luis
         Alvarez at an exercise price of $0.0388. The option was exercised by
         Mr. Alvarez on July 30, 2001.

(3)      Ms. Foy is a director of the Company and she owns no shares of common
         stock as of the date of this report.

                                       44
<PAGE>

(4)      Carlos M. Trueba is a director of the Company and he owns no shares of
         common stock as of the date of this report.

(5)      Vincent Landis is a director of the Company and he owns no shares of
         common stock as of the date of this report.

(6)      Leslie Miller is a director of the Company and he owns 140,000 shares
         of common stock as of the date of this report.

        During October 1999, the Company's Board of Directors ratified
management's previous decision to decrease the conversion rate of the authorized
preferred stock. The rate in effect at the time of the meeting was 100 common
shares for each share of preferred stock. The new authorized conversion rate is
27 shares of common stock per each share of preferred stock leaving control in
the public's hands where it belongs, and thus not compromising the tax loss
carryforward.

OPTION EXERCISES AND VALUES AT YEAR END
---------------------------------------

         The following table summarizes the options awarded during the year. The
options are exercisable at $0.03 per share for a five year period (computed
based on $0.03 which was consistent with the closing price per share on October
22, 1999, the day of the Board Meeting).

              Aggregated Option/SAR Exercises in Last Fiscal Year
              ---------------------------------------------------
                          and FY-End Option/SAR Values
                          ----------------------------
<TABLE>
<CAPTION>

                                                                                                 Value of
                                                                                 Number of      Unexercised
                                                                                Unexercised     In-the-Money
                                                                                Option/SARs     Option/SARs
                                                                                at FY-End (#)    at FY-End
                                    Shares
                                    Acquired on               Value             Exercisable/     Exercisable
Name                                Exercise (#)            Realized           Unexercisable    Unexercisable
-------------------------------------------------------------------------------------------------------------
<S>                                 <C>                     <C>                    <C>                 <C>
Joe Lebovics                           -                         -                 200,000            -0-
Mary Lou Foy                           -                         -                 200,000            -0-
Carlos M. Trueba                       -                         -                 600,000            -0-
Rodriguez, Trueba & Co.                -                         -               2,167,000            -0-
Atlas, Pearlman, Trop
  & Borkson, PA                        -                         -               1,500,000            -0-
Leslie Miller                          -                         -               1,270,000            -0-
Vincent Landis                         -                         -               2,100,000            -0-
Luis Alvarez                           -                         -              18,000,000            -0-
                                                                                ----------
                                                                                26,037,000
                                                                                ==========
</TABLE>

                                       45
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

         See discussion in Part I-Item 1 and Part II-Item 6 relative to
Agreement for the purchase of the common stock of MBM, ALG, DF MiB and HBI.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
         --------------------------------------

   (a)(1) AND (2)  FINANCIAL STATEMENTS AND SCHEDULES
                   ----------------------------------

         The financial statements listed on the index to financial statements on
page F-1 are filed as part of this Form 10-KSB.

   (B)   REPORTS ON FORM 8-K
         -------------------

         The Company filed Form 8-K reports dated February 10, 2000 (item 8) and
May 10, 2000 (item 1).

   (C)   EXHIBITS
         --------

Exhibit
<TABLE>
<CAPTION>

Number                     Description of Document
------                     -----------------------

<S>               <C>
 3.01             Articles of Incorporation (1)
 3.01(a)          Certificate of Amendment to Certificate of Incorporation (5)
 3.01(b)          Certificate of Amendment to Certificate of Incorporation (7)
 3.01(c)          Certificate of Amendment to Certificate of Incorporation (24)
 3.01(d)          Certificate of Amendment to Certificate of Incorporation
 3.02             By-Laws (5)
 4.01             Specimen of Common Stock certificate (1)
10.02             Warrant Agent Agreement (1)
10.03             Line of Credit Agreement (1)
10.04             Stock Purchase Agreement between Texas American Group, Inc. and Daniel M. Boyar (2)
10.05             Stock Purchase Agreement for acquisition of Financial Standards Group, Inc. (2)
10.06             Stock Purchase Agreements for acquisition of Mount Vernon  Distribution,  Inc. and Eau Gallie
                  Properties, Inc. (2)
10.06.1           Amendments to Stock Purchase Agreements referred to in Exhibit 10.067
10.07             Stock  Purchase  Agreement  for  acquisition  of Bibbins & Rice  Electronics,  Inc.  and Rice
                  Electronics,Inc. (3)

                                       46
<PAGE>

10.08             Investment Banking Consulting Agreement with H.D. Vest Investment Securities, Inc. (7)
10.09             Sales and Service Agreement with Corroon & Black Administrative Services, Inc. (7)
10.10             Agreement with Arkansas Credit Union League and Service Corporation (7)
10.11             Agreement with HCU Services Corporation (Hawaii)(7)
10.12             Agreement with KYCUL Services Incorporated (Kentucky) (7)
10.13             Agreement with League Services Corporation (Michigan) (7)
10.14             Selling Agent Agreement with Meridian Associates, Inc. (7)
10.15             Financial Consulting Agreement with Meridian Associates, Inc. (7)
10.16             Lock-Up Agreement with Selling Security Holders (7)
10.17             Rescission Offer Responses (7)
10.18             Agreement with Computer Concepts Corp. (8)
10.19             Agreement with Greg Paige and Paige & Associates Corp. (9)
10.20             Agreements with Computer Concepts Corp. (13)
10.21             Agreement with Comstator, S. A. (13)
10.22             Agreement with Allan J. Ontai (10)
10.23             Letter of Agreement with Servicecorp (Indiana Credit Union League) (13)
10.24             Agreement and Plan of Merger with Membership  Realty Ltd.,  Inc. and other parties  described
                  therein (10)
10.25             Agreement with Stenton Leigh Capital Corp. (10)
10.26             Agreement with Universal  Solutions,  Inc., Investor Resource Services,  Inc. and SMI Capital
                  Corp. (12)
10.27             Amendment No. 1 to Agreement and Plan of Merger with Membership Realty Ltd., Inc. (14)
10.28             Agreement with Computer Concepts Corp. (15)
10.29             Agreement and Plan of Merger with Elfworks, Inc. (16)
10.30             Stock Purchase Agreement and Assignments with Administracion de Seguros, S.A. (17)
10.31             Letter of Intent to Purchase and Sell between  Jalmark  Realty,  Inc. and  Membership  Realty
                  Holding Corp. (19)
10.32             Amendment No. 4 To Agreement and Plan of Merger with Membership Realty Ltd., Inc. (20)
10.33             Agreement with JRL Acquisition, Inc. (20)
10.34             Financial Advisory and Consulting Agreement with Coleman and Company (20)
10.35             Stock Purchase and Exchange Agreement with American Indemnity Company Limited (21)
10.36             Stock Purchase Agreement with U.S. Mortgage Network Corp. (22)
10.37             Stock Purchase Agreement with Maraval & Associates (22)
10.38             Stock Purchase and Exchange  Agreement  with American  Indemnity  Company  Limited and Global
                  RE., Ltd. (23)

                                       47
<PAGE>

10.39             Agreement wit Real Estate  Services  Network  Holding  Corp.,  U.S.  Mortgage  Network Corp.,
                  Intervest, Inc. and Sidney A. Lewis (24)
10.40             Agreement with Total National Telecommunications, Inc. (25)
10.41             Agreement with Global RE., Ltd. and American Indemnity Company, Ltd. (26)
10.42             Stock Purchase Agreement with Southwestern Telecom, Inc. (27)
10.43             Stock Purchase Agreement for the purchase of NETTouch  Communications,  Inc. and Common Stock
                  Purchase Warrant (28)
10.44             Note Purchase  Agreement with GFL Advantage Fund Limited,  Registration  Rights Agreement and
                  Promissory Note (28)
10.45             Stock purchase  agreement for the purchase of all issued and outstanding  shares of Mega Blow
                  Moulding Limited from 1299004 Ontario Corporation (29)
10.46             Audited financial  statements of business  acquired.  Audited financial  statements of MBM as of and for
                  the period ended November 30, 1998 (29)
10.47             Pro-forma  combined   financial  data.   Unaudited  pro  forma  combined  balance  sheet  and
                  statements of operations of the Company and MBM is filed herewith (29)
10.48             Stock  purchase  agreement  for  the  purchase  of  all  issued  and  outstanding  shares  of
                  Alternative Lending Group, Inc., an Illinois corporation, from R. Jeffrey Mertz. (30)
10.49             Audited financial  statements of business  acquired.  Audited financial  statements of ALG as of and for
                  the years ended December 31, 1999 and 1998 (31)
10.50             Pro-forma  combined   financial  data.   Unaudited  pro  forma  combined  balance  sheet  and
                  statements of operations of the Company and ALG (31)
10.51             Stock  Purchase  Agreement  for the purchase of Direct  Financial,  LLC, and the interests of
                  James  P.  Mack,  Wallace  W.  Qualls,   III,  Greg  Kitchen,   and  Kip  W.  Weston Corporation (32)
10.52             Audited financial  statements of business  acquired.  Audited  financial  statements of DF as of and for
                  the period ended December 31, 1999 and 1998 (32)
10.53             Pro-forma  combined   financial  data.   Unaudited  pro  forma  combined  balance  sheet  and
                  statements of operations of the Company and DF (32)
10.54             Agreement  for the sale of Mega Blow  Moulding  Limited,  a  Canadian  Corporation  to Global
                  Financial  Investment,  LLC,  ("Global") a limited  liability  company  incorporated
                  under the laws of Arizona is filed herewith. (33)

                                       48
<PAGE>

10.55             Agreement  For The  Purchase of License of Software  Known as "DocPal  Medical  Review"  from
                  Windmill Scientific Corporation is filed herewith. (33)
10.57             Stock Purchase  Agreement for the purchase of all issued and  outstanding  shares of MiB from
                  Scott J. Weaver and Michael Beasley is filed herewith. (33)
16.01             Letter from Samson, Robbins & Associates to the Securities and Exchange Commission (4)
16.02             Letter from Grau & Registrant to the Securities and Exchange Commission (6)
16.03             Letter from Arthur Andersen & Co. to the Securities and Exchange Commission (11)
16.04             Letter from Grant Thornton to the Securities and Exchange Commission (18)
16.05             Letter from Millward & Co. to the Securities and Exchange Commission (30)
</TABLE>



<PAGE>


1    Incorporated by reference from the Registrant's Registration Statement, as
     amended, on Form S-18 filed with the Securities and Exchange Commission on
     January 27, 1989 and declared effective on February 28, 1989.
2    Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated January 11, 1991.
3    Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated March 4, 1991.
4    Incorporated by reference to the Registrant's report on Form 8 filed with
     the Securities and Exchange Commission dated February 27, 1991.
5    Incorporated by reference to the Registrant's report on Form 10-K filed
     with the Securities and Exchange Commission dated April 30, 1991.
6    Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated February 6, 1992.
7    Incorporated by reference to the Registrant's Registration Statement, as
     amended, on Form S-1 filed with the Securities and Exchange Commission on
     May 14, 1992 and declared effective on November 12, 1992.
8    Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated January 15, 1993.
9    Incorporated by reference to the Registrant's report on Form 10-K filed
     with the Securities and Exchange Commission dated May 5, 1993.
10   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated April 8, 1994.
11   Incorporated by reference to the Registrant's report on Form 8-K/A filed
     with the Securities and Exchange Commission dated January 17, 1994.
12   Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 filed with the Securities and Exchange Commission on March 23,
     1994.
13   Incorporated by reference to the Registrant's report on Form 10-KSB filed
     with the Securities and Exchange Commission dated December 31, 1993.
14   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated April 21, 1994.
15   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated May 31, 1994.
16   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated July 19, 1994.
17   Incorporated by reference to the Registrant's report on Form 10-QSB filed
     with the Securities and Exchange Commission dated September 20, 1994.

                                       49
<PAGE>

18   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated September 12, 1994.
19   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated March 1, 1995.
20   Incorporated by reference to the Registrant's report on Form 10-QSB filed
     with the Securities and Exchange Commission dated August 17, 1995.
21   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated December 21, 1995.
22   Incorporated by reference to the Registrant's report on Form 10-KSB filed
     with the Securities and Exchange Commission dated September 30, 1995.
23   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated December 21, 1995.
24   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated February 21, 1996.
24   Incorporated by reference to the Registrant's report on Form 10-QSB filed
     with the Securities and Exchange Commission dated March 31, 1996.
25   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated May 28, 1996.
26   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated June 11, 1996.
27   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated October 29, 1996.
28   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated November 8, 1996.
29   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated May 10, 1999.
30   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated February 10, 1999.
31   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated June 13, 2000.
32   Incorporated by reference to the Registrant's report on Form 8-K filed with
     the Securities and Exchange Commission dated June 16, 2000.
33   Incorporated by reference to the Registrant's report on Form 10-KSB filed
     with the Securities and Exchange Commission dated January 16, 2001.



                                       50
<PAGE>



                                    SIGNATURE
                                    ---------


         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on this 15 day of January, 2002.

                                    WHITEHALL ENTERPRISES, INC.


                                    By: /s/ Luis Alvarez
                                        -----------------------
                                        Luis Alvarez, President


         In accordance with the Exchange, this Report has been signed below by
the following person on behalf of the Registrant, and in the capacities and on
the date indicated.

   Signature

 /s/Luis Alvarez           President and    January 15, 2002
 ----------------------    Director
 Luis Alvarez


 /s/Carlos M. Trueba       Director         January 15, 2002
 ----------------------
 Carlos M. Trueba


 /s/Vincent Landis         Director         January 15, 2002
 ----------------------
 Vincent Landis


 /s/Mary Lou Foy           Director         January 15, 2002
 ----------------------
 Mary Lou Foy


 /s/Leslie Miller          Director         January 15, 2002
 ----------------------
 Leslie Miller





                                       51


<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                          PAGE NO.
                                                                                          --------
<S>                                                                                           <C>
Independent Auditors' Report                                                                F-2

Consolidated Balance Sheets                                                                 F-3

Consolidated Statements of Operations                                                       F-5

Consolidated Statements of Changes in Shareholders' Equity (Deficit)                        F-6

Consolidated Statements of Cash Flows                                                       F-8

Notes to Consolidated Financial Statements                                                  F-10
</TABLE>




                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------




Board of Directors
Whitehall Enterprises, Inc. and Subsidiaries
Miami, Florida

We have audited the accompanying consolidated balance sheets of Whitehall
Enterprises, Inc. and subsidiaries (a Delaware corporation) as of September 30,
2001, and 2000, and the related consolidated statements of operations, changes
in shareholders' equity (deficit) and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Whitehall
Enterprises, Inc. and subsidiaries as of September 30, 2001, and 2000, and the
results of its operations and its cash flows for the years ended September 30,
2001 and 2000, in conformity with accounting principles generally accepted in
the United States of America.





SEWELL AND COMPANY, PA


Hollywood, Florida
January 2, 2002, except for Note 3, which is dated January 10, 2002




                                      F-2
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2001 AND 2000



                                                        2,001            2000
                                                     -----------     -----------

                             Assets

Current assets
  Cash                                             $   265,964     $    57,380
  Accounts receivable                                  454,216         265,410
  Loans inventory                                    1,326,782       3,339,309
  Interest receivable                                       --           1,894
  Prepaid expenses                                     110,576          13,352
                                                   -----------     -----------
Total current assets                                 2,157,538       3,677,345

Property and equipment, net                            578,961         161,784

Other assets
  Notes receivable long term, net                    1,222,786       2,434,531
  Due from related party                               105,208         179,092
  Goodwill and other intangible assets, net          3,346,459       3,666,022
  Other assets                                              --          15,039
                                                   -----------     -----------
                                                     4,674,453       6,294,684
                                                   -----------     -----------

                                                   $ 7,410,952     $10,133,813
                                                   ===========     ===========




                 See notes to consolidated financial statements.


                                      F-3
<PAGE>


          WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS (CONTINUED)
                   SEPTEMBER 30, 2001 AND 2000
<TABLE>
<CAPTION>


                                                                2,001           2000
                                                            ------------    ------------
              Liabilities and Shareholders' Equity
<S>                                                         <C>             <C>
Current liabilities
   Accounts payable and accrued expenses                    $  1,139,558    $    474,628
   Lines of credit                                             1,302,615       3,322,889
   Current portion of capital leases obligations                  73,554          10,000
   Interest payable                                                4,774              --
   Convertible debentures                                        175,000              --
   Current portion of notes payable                              201,361         377,573
                                                            ------------    ------------
Total current liabilities                                      2,896,862       4,185,090

Long term liabilities
  Deferred income taxes                                               --
  Capital lease obligations                                      153,346          61,032
  Convertible debentures                                       2,150,000       2,150,000
  Note payable                                                        --          33,114
  Loan payable - related party                                        --         626,070

Shareholders' equity
   Preferred stock, $0.001 par value, 4 million shares
     authorized, issued and outstanding                            4,000           4,000
   Common stock, $0.0001 par value, 200 million shares
     authorized, 162,791,413 and 138,107,945 issued and
     outstanding                                                  17,090          13,812
   Additional paid in capital                                  4,141,560       2,795,764
   Retained earnings (deficit) since 9/30/98 after quasi-
     reorganization                                           (1,951,905)        264,931
                                                            ------------    ------------
Total shareholders' equity                                     2,210,745       3,078,507
                                                            ------------    ------------

                                                            $  7,410,953    $ 10,133,813
                                                            ============    ============
</TABLE>


                 See notes to consolidated financial statements.


                                      F-4
<PAGE>


       WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS
                SEPTEMBER 30, 2001 AND 2000

                                                      2001             2000
                                                 ------------      ------------
Revenues
Mortage origination fees                         $  8,570,034      $  2,910,417
Wholesale mortgage income                           1,532,497           673,057
Telemarketing fees                                    437,819                --
                                                 ------------      ------------
                                                   10,540,350         3,583,474

Expenses
Payroll expenses                                    6,237,682         2,729,029
Sales expenses                                      1,751,229           696,517
General and administration                          1,390,138           984,699
Bad debt expense                                    1,000,000         1,021,655
Impairment of long-lived assets                       655,307                --
Commisions ex-officers                                460,427                --
Professional fees                                     408,092           332,471
Rent                                                  369,484           239,042
Depreciation and amortization                         165,180            44,946
                                                 ------------      ------------
                                                   12,437,539         6,048,359

Other income and expenses
Other income (expense)                                (27,432)           15,002
Interest income                                        16,896            28,300
Interest expense                                     (309,113)         (141,557)
                                                 ------------      ------------
                                                     (319,649)          (98,255)
                                                 ------------      ------------
Net loss from continuing operations                (2,216,838)       (2,563,140)

Discontinued operations
Net income from discontinued operations
(net of income tax effect)                                 --             2,526
Gain on discontinued operations                     2,751,177
                                                 ------------      ------------
                                                           --         2,753,703
                                                 ------------      ------------

Net  income (loss)                               $ (2,216,838)     $    190,563
                                                 ============      ============

Basic income per common share
Loss from continuing operations                  $    (0.0141)     $    (0.0191)
Discontinued operations                                    --            0.0205
                                                 ------------      ------------
                                                 $    (0.0141)     $     0.0014
                                                 ============      ============

Dilutive income per common share
Loss from continuing operations                  $    (0.0083)     $    (0.0098)
Discontinued operations                                    --            0.0106
                                                 ------------      ------------
                                                 $    (0.0083)     $     0.0008
                                                 ============      ============



                 See notes to consolidated financial statements.


                                      F-5
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                     YEARS ENDED SEPTEMBER 30, 2001 AND 2000
<TABLE>
<CAPTION>

                                                        Preferred Stock                Common Stock
                                                      Shares        Amount         Shares         Amount
                                                  ------------   ------------   ------------   ------------
<S>                                                  <C>         <C>             <C>           <C>
Balance October 01, 1999                             4,000,000   $      4,000    124,927,647   $     12,493

Acquisition of Hairbiotech                                  --             --      2,755,298            276

Compensation in exchange for stock
   options                                                  --             --             --             --

Shares issued in exchange for shares of
   Alternative Lending Group                                --             --      8,000,000            800

Shares issued in exchange for shares of
   Direct Financial LLC                                     --             --      2,125,000            213

Compensation in exchange for warrants                       --             --             --             --

Shares issued to two officers as signing
   bonus                                                    --             --        300,000             30

Officer compensation                                        --             --             --             --

Net income September 30, 2000                               --             --             --             --
                                                  ------------   ------------   ------------   ------------
Balance September 30, 2000                           4,000,000   $      4,000    138,107,945   $     13,812
                                                  ------------   ------------   ------------   ------------
[RESTUBBED]
<CAPTION>

                                                                      Retained
                                                       Paid in        Earnings
                                                       Capital        (Deficit)          Total
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
Balance October 01, 1999                             $    998,653    $     74,368    $  1,089,514

Acquisition of Hairbiotech                                   (276)             --              --

Compensation in exchange for stock
   options                                                781,110              --         781,110

Shares issued in exchange for shares of
   Alternative Lending Group                              399,200              --         400,000

Shares issued in exchange for shares of
   Direct Financial LLC                                   531,037              --         531,250

Compensation in exchange for warrants                      26,250              --          26,250

Shares issued to two officers as signing
   bonus                                                   32,790              --          32,820

Officer compensation                                       27,000              --          27,000

Net income September 30, 2000                             190,564         190,564
                                                     ------------    ------------    ------------
Balance September 30, 2000                           $  2,795,764    $    264,932    $  3,078,508
                                                     ------------    ------------    ------------

</TABLE>


                 See notes to consolidated financial statements

                                      F-6
<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                     YEARS ENDED SEPTEMBER 30, 2001 AND 2000
<TABLE>
<CAPTION>

                                                        Preferred Stock                Common Stock
                                                      Shares        Amount         Shares         Amount
                                                  ------------   ------------   ------------   ------------
<S>                                                  <C>         <C>             <C>           <C>
Sub-total                                            4,000,000   $      4,000    138,107,945   $     13,812

Shares issued in exchange for loans payable
to related parties                                          --             --     23,108,468          2,311

Shares issued in exchange for shares of MiB                 --             --        900,000            900

Shares issued to employees and consultant  in
lieu of cash and consulting services                        --             --        675,000             67

Compensation in exchange for warrants                       --             --             --             --

Beneficial conversion feature on notes payable              --             --             --             --

Net loss September 30, 2001                                 --             --             --             --
                                                  ------------   ------------   ------------   ------------
                                                     4,000,000   $      4,000    162,791,413   $     17,090
                                                  ============   ============   ============   ============

[RESTUBBED]
<CAPTION>

                                                                      Retained
                                                       Paid in        Earnings
                                                       Capital        (Deficit)          Total
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
Sub-total                                            $  2,795,764    $    264,932    $  3,078,508

Shares issued in exchange for loans payable
to related parties                                        718,673              --         720,984

Shares issued in exchange for shares of MiB               460,767              --         461,667

Shares issued to employees and consultant  in
lieu of cash and consulting services                       84,308              --          84,375

Compensation in exchange for warrants                      22,500              --          22,500

Beneficial conversion feature on notes payable             59,548              --          59,548

Net loss September 30, 2001                          $ (2,216,838)     (2,216,838)
                                                     ------------    ------------    ------------
                                                     $  4,141,560    $ (1,951,906)   $  2,210,744
                                                     ============    ============    ============
</TABLE>


                 See notes to consolidated financial statements.


                                      F-7
<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED SEPTEMBER 30, 2001 AND 2000
<TABLE>
<CAPTION>

                                                                              2001                   2000
                                                                          -----------            -----------
<S>                                                                       <C>                    <C>
Cash flows from operating activities:
  Net income (loss)                                                       $(2,216,838)           $   190,563
                                                                          -----------            -----------

  Adjustments to reconcile net profit to net
   cash provided by operating activities:
    Depreciation & amortization                                               165,180                 44,946
    Bad debt                                                                1,000,000              1,000,000
    Impairment of long lived assets                                           655,307                     --
    Compensation in exchange for stock options, warrants                      106,875                867,180
    Beneficial conversion feature                                             154,462                     --
    (Increase) decrease in accounts receivable                               (188,806)               312,067
    (Increase) decrease in loan inventory                                   2,012,527             (3,339,309)
    (Increase) decrease in interest receivable                                  1,894                 (1,894)
    (Increase) decrease in inventories                                             --                448,361
    (Increase) decrease in prepaid expenses                                   (97,224)                60,597
    (Increase) decrease in notes receivable                                   211,746             (3,434,531)
    (Increase) decrease in other assets                                        88,923              1,695,224
    Increase (decrease) in accounts payable and accrued expenses              664,930             (1,076,995)
    Increase (decrease) in income tax liabilities                                  --                (54,171)
    Increase (decrease) in line of credit                                  (2,020,273)             3,322,889
    Increase (decrease) in other payables                                     254,407              1,465,436
                                                                          -----------            -----------
    Total adjustments                                                       3,009,948              1,309,800
                                                                          -----------            -----------
  Net cash provided by operating activities                                   793,110              1,500,363
                                                                          -----------            -----------
Cash flows from investing activities:
    Acquisition of intangible assets                                         (461,667)            (2,621,228)
    Acquisition of property and equipment                                    (113,533)                    --
    Disposition of equipment                                                       --                549,910
                                                                          -----------            -----------
  Net cash used in investing activities                                      (575,200)            (2,071,318)
                                                                          -----------            -----------

Cash flows from financing activities:
    Principal payment on notes payable                                       (209,326)                    --
    Proceeds from convertible debentures                                      200,000                     --
    Proceeds from related party                                                    --                626,070
                                                                          -----------            -----------
  Net cash provided by (used in) financing activities                          (9,326)               626,070
                                                                          -----------            -----------

Net increase in cash and cash equivalents                                     208,584                 55,115

Cash and cash equivalents, beginning of period                                 57,380                  2,265
                                                                          -----------            -----------

Cash and cash equivalents, end of period                                  $   265,964            $    57,380
                                                                          ===========            ===========
</TABLE>



                 See notes to consolidated financial statements.


                                      F-8
<PAGE>

                                                        2001              2000
                                                     -----------      ----------
Supplemental disclosures of cash flow information:

Interest paid                                         $ 174,977       $  141,557
                                                      =========       ==========


Supplemental disclosure of non-cash financing activities:
---------------------------------------------------------

On January 25, 2000, the Company issued 8,000,000 shares of common stock in
connection with the acquisition of ALG, at $400,000. The value of $0.05 per
share was established at the quoted market price (See Note 13).

On March 23, 2000, the Company issued 2,125,000 shares of common stock in
connection with the acquisition of DF, at $531,250. The value of $0.25 per share
was established at the quoted market price value (See Note 13).

On September 1, 2000, the Company issued 300,000 shares of common stock, valued
at $0.1094 at the grant date, as a signing bonus to two officers of Palm Desert,
a California office of ALG. Compensation of $32,820 will be recognized in
operations over the five-year term of the agreement. Compensation expense for
the year ended September 30, 2000 was $547. On October 3, 2000, the Company
issued 900,000 shares of common stock in connection with the acquisition of MiB.
The value of $0.10 per share was the average quoted price at the time of the
acquisition period. From the 900,000 shares of common stock, 450,000 shares were
guaranteed at a price of $1.00 per share (See Note 14).

On October 31, 2000, by resolution of the board of directors, the Company
approved the issuance of 675,000 shares of common stock as compensation to
various employees and a consultant in lieu of cash. The value of $0.125 per
share was the market price on the date of the grant. Accordingly, salary expense
of $76,480 and compensation expense of $7,894 were charged to operations.

On December 20, 2000, by resolution of the board of directors, the Company
approved the issuance of 23,108,468 shares of common stock to a related party in
exchange for loans payable in the amount of $626,070. The value of $0.0312 per
share was the market price on the date of the grant. Interest expense of $94,914
was charged to operations.


                See notes to consolidated financial statements.


                                      F-9
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------
Whitehall Enterprises, Inc. ("the Company"), was incorporated under the laws of
the State of Delaware on October 12, 1988. On January 8, 1999, the Company
amended its articles of incorporation changing its name from Total World
Telecommunications, Inc. to Whitehall Enterprises, Inc. The acquisition of Mega
Blow Moulding, Limited ("MBM") was effective December 1, 1998. The Company sold
the operations of MBM on June 30, 2000. The acquisition of Hairbiotech, Inc. was
effective September 30, 1999. The acquisition of Alternative Lending Group, Inc.
("ALG") was effective January 25, 2000, and the acquisition of Direct Financial,
LLC ("DF") by ALG, effective March 23, 2000, and MiB by ALG, effective October
3, 2001 (See Note 14). On March 30, 2001, the Company formed a new subsidiary,
Interactive Medical Technologies, a Florida corporation, to handle the affairs
related to the license of the DocPal medical software.

ALG provides mortgage and banking services, including HUD/FHA insured loans.

Principles of Consolidation
---------------------------
The consolidated financial statements of the Company include the accounts of
Whitehall Enterprises, Inc. and its subsidiaries. All significant intercompany
accounts and transactions were eliminated upon consolidation.

Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Reclassification
----------------
Certain reclassifications were made to the 2000 financial statements in order
for the presentation to conform to the 2001 financial statement presentation.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.

Accounts and Notes Receivable
-----------------------------
Accounts receivable consists of commissions and fees due. No allowance has been
provided on accounts receivable, as management believes all amounts are
collectible.

Notes receivable consists of notes related to the sale of MBM (See Note 3). An
allowance has been established based on management's estimate of future
collections.



                                      F-10
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Loan Inventory
--------------
Loan inventory consists of mortgages originated or purchased which are held for
sale. Loan inventory consists primarily of sub-prime mortgages. Inventory is
recorded at the lower of cost or market value. Market value is determined using
quoted market prices. Gains and losses on the sale of loan inventory are
determined using the specific identification method. The mortgage notes are
assigned as collateral for the Company's line of credit (See Note 7).

Property and Equipment
----------------------
Property, machinery, and equipment are stated at cost, and are depreciated over
their estimated useful lives using accelerated and straight-line methods as
follows:
                                                                   Useful Life
                                                                   -----------
              Furniture and fixtures                                3-5 years
              Machinery and equipment                                 5 years
              Leasehold improvements                                  5 years

Leases
------
Leases that transfer substantially all of the risk and benefits of ownership are
capital leases. Other leases are operating leases. Capital leases are included
in property and equipment at cost, and the present value of the obligation under
capital leases is included in Notes Payable.

Goodwill and Other Intangible Assets
------------------------------------
Goodwill was established as a result of certain acquisitions (See Notes 4, 5 and
14). Other intangible assets include patents and licenses.

Amortization of goodwill and patents is determined utilizing the straight-line
method based generally on the estimated useful lives of the intangibles as
follows:

                 Goodwill                                              15 years
                 Patents, licenses, and other intangible assets        17 years

Long Lived Assets
-----------------
The Company continually evaluates the carrying value of property and equipment,
goodwill and other intangible assets to determine whether there are any
impairment losses. If indicators of impairment are present in intangible assets
used in operations, and future cash flows are not expected to be sufficient to
recover the assets' carrying amount, an impairment loss would be charged to
expense in the period identified.

No reduction for impairment of long-lived assets was necessary at September 30,
2000. At September 30, 2001, the Company recognized an asset impairment loss of
$655,307 (See Note 5).




                                      F-11
<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue Recognition
-------------------
The products of MBM are manufactured to specific customer orders, and revenues
are recognized when the products are shipped. Revenue is reduced for estimated
customer returns and allowances. MBM was sold in 2000 (See Note 15).

Origination fees in ALG for warehouse loans are recognized as revenue when loans
are made, to the extent they represent reimbursement of loan origination costs.
Revenues, in the form of origination points and services release premiums on
other fees, are recognized upon funding of the mortgage loan by the ultimate
lender. Sales of loan inventory are generally without recourse and are recorded
when proceeds are received by the Company. Other revenues are recognized as
income when earned.

Advertising
-----------
The Company expenses the cost of advertising as incurred or when the advertising
initially takes place. No advertising costs were capitalized at September 30,
2001 or 2000.

Advertising expense was $194,771, and $239,290 for the years ended September 30,
2001 and 2000, respectively.

Stock Options and Warrants
--------------------------
The Company elected to account for stock options and warrants issued to
employees and non-employees in accordance with SFAS 123.

Accounting Pronouncements
-------------------------
In June 2001, the Financial Accounting Standards Board issued Statement of
Accounting Standards No. 141, Business Combinations (SFAS No. 141), which
establishes financial accounting and reporting for business combinations and
supercedes APB Opinion No. 16, Business Combinations, and FASB Statement No. 38
Accounting for Preacquisition Contingencies of Purchased Enterprises. All
business combinations in the scope of this statement are to be accounted for
using the Purchase Method. SFAS No. 141 is applicable for fiscal years beginning
after June 30, 2001.

Accounting Standards No. 142 Goodwill and Other Intangible Assets (SAFS No. 142)
addresses financial accounting and reporting for acquired goodwill and other
intangible assets and supercedes APB Opinion No. 17. This statement addresses
how goodwill and other intangible assets should be accounted for after they have
been initially recognized on the financial statements. SFAS No. 142 is
applicable for fiscal years beginning after December 15, 2001.

Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to concentration of
credit risk are primarily accounts receivables. The Company extends credit based
on an evaluation of the customer's financial condition, generally without
requiring collateral. Exposure to losses on receivables is principally dependent
on each customer's financial condition. The Company monitors its exposure for
credit losses and maintains allowances for anticipated losses.


                                      F-12
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Concentration of Credit Risk
----------------------------
Loan inventories in ALG are fully collateralized mortgages pending sale to
investors. The Company uses a warehouse line of credit facility from a national
banking institution (See Note 7). Management believes the credit risk associated
with these loans, with specific borrowers and geographic concentration, is not
significant.

Net Income (Loss) per Share
---------------------------
Basic net income (loss) per share for each year is computed by dividing net
income (loss) by the weighted average number of shares outstanding. Diluted
income (loss) per share includes the effects of common stock equivalents to the
extent they are dilutive. Additionally, approximately 806,000 weighted average
shares, issuable pursuant to the convertible debenture obligation, have been
excluded from the earnings per share at September 30, 2001 since such shares are
anti-dilutive.

Basic weighted and dilutive average number of shares outstanding is as follows:

                                                      2001             2000
                                                 -------------    -------------
       Basic weighted average number
         of shares outstanding                     157,167,909      131,502,989
       Effect of dilutive securities
         Stock options                                       0       17,709,601
         Warrants                                    3,281,250        3,281,250
         Convertible preferred stock               108,000,000      108,000,000
                                                 -------------    -------------

       Dilutive weighted average
         shares outstanding                        268,449,159      260,493,840
                                                 =============    =============


NOTE 2            PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2001 and 2000 consisted of the
following:

                                                      2001             2000
                                                 -------------    -------------

       Furniture and fixtures                    $     239,109    $     146,496
       Machinery and equipment                         540,736          154,057
       Leasehold improvement                            32,850            3,700
                                                 -------------    -------------
                                                       812,695          304,253
       Less: accumulated depreciation                 (233,734)        (142,469)
                                                 -------------    -------------

                                                 $     578,961    $     161,784
                                                 =============    =============



                                      F-13
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 2            PROPERTY AND EQUIPMENT - continued

During the year, the Company acquired various capital leases totaling $252,947
(See Note 10). Other purchases include furniture and fixtures and equipment
totaling $129,659. On October 3, 2000, through the acquisition of MiB, the
Company acquired furniture and fixtures totaling $96,685 (See Note 14).

Depreciation expense for the years ended September 30, 2001 and 2000 was
$91,265, and $18,534, respectively.


NOTE 3            NOTES RECEIVABLE

The notes receivable are from one company and in conjunction with the sale of
MBM (See Note 15). The notes are secured by real estate. Detail of notes
receivable are as follows:
<TABLE>
<CAPTION>
                                                                             2001                  2000
                                                                         -----------            ----------
<S>                                                                     <C>                    <C>
               Note receivable with an interest rate of 8%;
               due on September 1, 2002; subject to the
               approval of the medical Software Business
               Plan of Windmill Scientific Corp. The note is
               in default as of the date of this report.
               Subsequent to the report, but prior to
               issuance on January 10, 2002, the Company
               entered into renegotiation with the holder of
               the notes receivable and extended the due
               dates accordingly.                                        $   999,633           $   999,633

               Note receivable with an interest rate of 8%;
               receivable in 24 monthly installments,
               including accrued interest beginning June 30,
               2002.                                                         500,000               500,000

               Note receivable with an interest rate of 8%;
               receivable in 15 monthly installments of
               $43,333.33; due September 1, 2002. The note
               is in default as of the date of this report.
               Subsequent to the report, but prior to
               issuance on January 10, 2002, the Company
               entered into renegotiation with the holder of
               the notes receivable and extended the due
               dates accordingly.                                            326,153               537,898

               Promissory note assigned by the purchaser                   1,397,000             1,397,000
                                                                         -----------            ----------

                                                                           3,222,786             3,434,531
               Less allowance for doubtful accounts:                      (2,000,000)           (1,000,000)
                                                                         -----------           -----------

                                                                         $ 1,222,786           $ 2,434,531
                                                                         ===========           ===========
</TABLE>


                            F-14
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001AND 2000



NOTE 4            GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets at September 30, 2001and 2000 consisted of
the following:

                                                     2001              2000
                                                 -----------        -----------

          Goodwill                               $ 1,097,281        $   687,621
          Patents and licenses                     2,315,922          2,971,229
          Other intangible assets                     34,295             34,295
                                                 -----------        -----------
                                                   3,447,498          3,693,145
          Less: accumulated amortization            (101,039)           (27,123)
                                                 -----------        -----------

                                                 $ 3,346,459        $ 3,666,022
                                                 ===========        ===========

Amortization expense for the years ended September 30, 2001and 2000 was $73,916,
and $26,412, respectively. Patents acquired in connection with Hairbiotech, Inc.
and licenses acquired in conjunction with Windmill Scientific Corp. (See Note
14) are still in the development and planning stages and not used in operation,
therefore those patents and licenses were not amortized. However, a significant
change occurred in relation to the medical license. The licensing agreement was
cancelled by the Licensor. The Company has instituted arbitration proceedings in
accordance with the remedies available under the terms of the license agreement.
The Company recognized an asset impairment of $655,307 (See Note 5).


NOTE 5            ASSET IMPAIRMENT LOSS

In accordance with SFAS No. 121 Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to be disposed, the Company recorded an
impairment loss on the long-lived assets of its medical license (See Note 16).
The licensing agreement was cancelled by the Licensor. The Company has
instituted arbitration proceedings in accordance with the remedies available
under the terms of the license agreement. Accordingly, on September 30, 2001,
the Company recognized an asset impairment loss of $655,307. This loss
represents 25% of the carrying value of the license.


NOTE 6            INCOME TAXES

The Company has no current or deferred income tax due to its operating losses.

The Company has a federal net operating loss carryforward at September 30, 2001
of $73,348,740, subject to annual limitations prescribed by the Internal Revenue
Code, which is available to offset future taxable income through 2021. A 100%
valuation allowance has been recorded to offset the net deferred taxes due from
the Company's future taxable income. The net operating loss carryforward
approximates $2,289,772 at September 30, 2001, and $71,058,968 at September 30,
2000.



                                      F-15
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 6            INCOME TAXES - continued

Deferred tax assets consist of the following:

                                                       2001            2000
                                                   ------------    ------------
           Current taxes                           $          0    $          0
           Deferred taxes                            24,900,000      24,160,000
           Valuation allowance                      (24,900,000)    (24,160,000)
                                                   ------------    ------------
                                                   $          0    $          0
                                                   ============    ============


The Company's income tax expense for the years ended September 30, 2001 and 2000
differed from the statutory federal rate of 34% as follows:

                                                       2001            2000
                                                   ------------    ------------

           Statutory rate applied to loss
               before income taxes                 $    754,000    $     65,000
           State income taxes, net of
               federal income tax effect                 26,000           3,800
           Increase in valuation allowance             (780,000)        (68,800)
           Other                                              0               0
                                                   ------------    ------------
           Income Tax Expense                      $          0    $          0
                                                   ============    ============


NOTE 7            LINES OF CREDIT

ALG has a warehouse line of credit from one financial institutions totaling
$4,000,000. The interest rate for the line of credit is prime plus 2%. As of
September 30, 2001, ALG owes $1,302,615 against this credit line. The line of
credit is collateralized by assignment of mortgage notes and deeds of trust of
the loans.

Interest expense for the years ended September 30, 2001 and 2000 was $137,122,
and $124,245, respectively.



                                      F-16
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 8            LONG-TERM NOTES PAYABLE

Long-term debt consisted of the following:
<TABLE>
<CAPTION>
                                                                         2001               2000
                                                                      ----------         -----------
<S>                                                                  <C>                <C>
               Convertible debenture with an interest rate
               of 5% per annum; due on February 28, 2002,
               principal and interest accrued; convertible
               at the option of the maker or payee on or
               before February 28, 2002 into shares of
               common stock at an exercise price of $1.
               Subsequent to its maturity date, the Company
               has the right to issue its common stock in
               full payment (principal and accrued interest
               after February 28, 2002) at a conversion
               price equal to the average closing bid price
               per share for the five trading days prior to
               the notice of conversion. (See Note 14)               $ 2,150,000         $ 2,150,000

               Note payable with an interest rate of 8% per
               annum, payable in 15 installments of
               $33,333.33; due on October 15, 2001. (See
               Note 14) During the year ended September 30,
               2001, the licensor refused to accept payments
               under the terms of the note and canceled the
               licensing agreement (See Note 16).                        201,461             410,687

               Convertible debenture with an interest rate
               of 10% per annum; principal and interest due
               on May 17, 2002; convertible into shares of
               common stock at an exercise price of $0.05 on
               or before May 17, 2002. The note contains an
               option allowing the payee, ninety days after
               May 17, 2002, to request payment in full plus
               100,000 shares of common stock. The Company
               recorded the excess of the aggregate fair
               value of the instrument with beneficial
               conversion features at $3,000 amortized over
               a period of 3 months. On October 10, 2001,
               prior to issuance, but subsequent to
               year-end, the payee exercised his option and
               requested payment in full and 100,000 shares
               of the Company.                                            50,000                   0

               Convertible debenture with an interest rate
               of 10% per annum; principal and interest due
               on June 8, 2002; convertible on or before
               June 8, 2002 into shares of common stock of
               Interactive Medical Technologies (IMT) (a
               wholly-owned subsidiary of Whitehall) at an
               exercise price of two tenths of 1% of equity
               in IMT.                                                    25,000                   0


</TABLE>



                                      F-17
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 8            LONG-TERM NOTES PAYABLE - continued
<TABLE>
<CAPTION>
                                                                         2001               2000
                                                                      ----------         -----------
<S>                                                                  <C>                <C>
               Convertible debenture with an interest rate
               of 15% per annum; principal and interest due
               on January 26, 2002; convertible on or before
               January 26, 2002 into shares of common stock
               of Interactive Medical Technologies (IMT) (a
               wholly-owned subsidiary of Whitehall) at an
               exercise price of three fifths of 1% of
               equity in IMT. The note contains an option
               allowing the payee to convert the note into
               shares of common stock of the Company valued
               at 60% of the average trading price for five
               days on or before October 26, 2001. The
               Company recorded the excess of the aggregate
               fair value of the instrument with beneficial
               conversion features at $44,048 amortized over
               a period of 3 months. As of the date of the
               audit report, the option to convert into
               shares of common stock of the Company was not
               exercised.                                            $    75,000         $         0

               Convertible promissory note with an interest
               rate of 12% per annum; principal and interest
               due on March 1, 2002; convertible on or
               before December 31, 2001 into shares of
               common stock of Interactive Medical
               Technologies (IMT) (a wholly-owned subsidiary
               of Whitehall) at an exercise price of one
               fifth of 1% of equity in IMT. The note
               contains an option allowing the payee to
               convert the note into shares of common stock
               of the Company valued at 80% of the average
               trading price for five days on or before
               March 1, 2002. The Company recorded the
               excess of the aggregate fair value of the
               instrument with beneficial conversion
               features at $12,500 amortized over a period
               of 6 months. As of the date of the audit
               report, the option to convert into shares of
               IMT was not exercised.                                     50,000                   0

                Beneficial conversion feature on notes payable           (25,100)                  0
                                                                      ----------         -----------
                                                                       2,526,361           2,560,687
                Less current portion:                                   (376,361)           (377,573)
                                                                      ----------          ----------

                                                                     $ 2,150,000         $ 2,183,114
                                                                     ===========         ===========
</TABLE>


Interest expense for the years ended September 30, 2001 and 2000 was $34,448,
and $6,123, respectively.




                                      F-18
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 9            RELATED PARTY TRANSACTION

The Company had unsecured loans payable to related parties totaling $626,070 at
September 30, 2000. The loans were due on demand with no interest rate. At
September 30, 2001, the balance on these loans was converted into shares of
common stock (See Note 11).


NOTE 10           LEASE COMMITMENTS

Capital Leases
--------------
The Company's property under capital leases is included in property and
equipment and is summarized as follows:

       Furniture and fixtures                                $ 128,959
       Machinery and equipment                                 123,988
                                                             ---------

                                                               252,947
       Less accumulated depreciation:                          (20,791)
                                                             ---------

       Net assets under capital leases                       $ 232,156
                                                             =========


The Company leases office space, vehicles, and office furniture and equipment
under non-cancelable operating leases, which have initial terms in excess of one
year.

At September 30, 2001, future minimum annual lease payments under capital leases
and other operating leases having non-cancelable lease terms in excess of one
year are as follows:

                                                Operating                Capital
                                                 Leases                  Leases
                                               ----------             ----------
          2002                                 $  338,510             $   73,554
          2003                                    327,260                 77,570
          2004                                    266,420                 40,809
          2005                                    142,407                 20,108
          2006 and thereafter                     190,464                 15,045
                                               ----------             ----------

                                               $1,265,061             $  227,086
                                               ==========             ==========

Total lease expense for the years ended September 30, 2001and 2000 was $379,032,
and $254,100, respectively.



                                      F-19
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 11           SHAREHOLDERS' EQUITY

Preferred Stock
---------------
There are 4,000,000 authorized shares of Series I convertible preferred stock at
$.001 par value per share. At September 30, 2001and 2000 there were 4,000,000
shares of Series I convertible preferred stock issued and outstanding, which
were held by the prior parent of MBM. There is a five (5) year restriction on
the conversion of preferred shares to common shares pursuant to the Agreement.
In October 1999, the Company, by a resolution of the board of directors,
decreased the conversion rate of the preferred stock from 100 shares to 27
shares of common stock for each share of preferred stock.

On July 30, 1999, the prior parent of MBM issued to an officer of the company an
irrevocable option to purchase the 4,000,000 preferred shares at an exercise
price of $0.0388.

Common Stock
------------
There are 200,000,000 authorized shares of common stock, at $.0001 per value per
share. The total shares issued and outstanding in 2001 and 2000 was 162,791,413,
and 138,107,945, respectively.

On January 25, 2000, the Company issued 8,000,000 shares of common stock in
connection with the acquisition of ALG, at $400,000. The value of $0.05 per
share was the average quoted market price during the acquisition period (See
Note 14).

On March 23, 2000, the Company issued 2,125,000 shares of common stock in
connection with the acquisition of DF, at $531,250. The value of $0.25 per share
was the average quoted market price during the acquisition period (See Note 14).

On September 1, 2000, the Company issued 300,000 shares of common stock, valued
$0.1094 at grant date, as a signing bonus to two officers of Palm Desert, a
California office of ALG. Compensation of $32,820 will be recognized into
operations over the five-year term of the agreement. Compensation expense for
the year ended September 30, 2000 was $547. During 2001, the Company had no
revenues in the Palm Desert, California office, accordingly, no compensation
expense was recorded for the year ended September 30, 2001.

On October 3, 2000, the Company issued 900,000 shares of common stock in
connection with the acquisition of MiB. The value of $0.10 per share was the
average quoted price at the time of the acquisition period. From the 900,000
shares of common stock, 450,000 shares were guaranteed a price of $1.00 per
share (See Note 14).

On October 31, 2000, by resolution of the board of directors, the Company
approved the issuance of 675,000 shares of common stock as compensation to
various employees and a consultant in lieu of cash. The value of $0.125 per
share was the market price on the date of the grant. Accordingly, salary expense
of $76,480 and compensation expense of $7,894 were charged to operations.

On December 20, 2000, by resolution of the board of directors, the Company
approved the issuance of 23,108,468 shares of common stock to a related party in
exchange for loans payable in the amount of $626,070. The value of $0.0312 per
share was the market price on the date of the grant. Interest expense of $94,914
was charged to operations.




                                      F-20
<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 12           STOCK OPTIONS

On October 22, 1999, the Company granted stock options to purchase shares of
common stock to officers, directors and consultants of the Company. Options
granted are non-qualified and are granted at a price equal to the fair market
value of the common stock at the date of grant. Options granted have a term of 5
years from the date of the grant. No additional options were granted in 2001.

The Company has elected to account for stock options under SFAS No. 123.
Accordingly, $781,110 was charged to operations in 2000, and $0.00 in 2001. The
fair value for these options was established at the date of grant using a
Black-Scholes option pricing model with the following assumptions for the year
ended September 30, 2000.


              Expected dividend yield                      0%
              Risk free interest rate                      4.86%
              Expected time of exercise                    2-5 years
              Expected volatility                          413%

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                              Percent of
                               Number of     total options                                         Value of Options
                             securities       granted to                                             at grant date
                              Underlying       employees in       Exercise or   Expiration         using an option-
                               options        fiscal year         base price       date             pricing model
------------------------------------------------------------------------------------------------------------------

<S>                            <C>              <C>              <C>             <C>                <C>
Directors                      2,200,000         --              $    0.03       10/22/2004         $       66,000
CEO                           18,000,000         69%                  0.03       10/22/2004                540,000
Consultants                    5,837,000         --                   0.03       10/22/2004                175,110
                              ----------                                                             -------------
                              26,037,000                                                             $     781,110
                              ==========                                                             =============
</TABLE>



No options were exercised at September 30, 2001, or 2000. Changes during the
year are presented as follows:
<TABLE>
<CAPTION>
                                                                                                Weighted
                                                                                                 Average
              Stock Options                            Number of Options                      Exercise Price
-------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                       <C>
              Balance at beginning of period                          0                         $        0
              Granted                                        26,037,000                               0.03
              Exercised                                               0                                  0
              Forfeited                                               0                                  0
                                                             ----------                         ----------

              Balance at end of period                       26,037,000                          $    0.03
                                                             ==========                          =========
</TABLE>




                                      F-21
<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 12           STOCK OPTIONS - continued

The following table summarizes information about stock options outstanding at
September 30, 2001:
<TABLE>
<CAPTION>

                            OPTIONS OUTSTANDING                          OPTIONS EXERCISABLE
                   -----------------------------------------        --------------------------------------
                                 Weighted         Weighted                                   Weighted
Range of        Number            Average          Average                 Number             Average
Exercise      Outstanding     Remaining           Exercise            Exercisable at         Exercise
  Price        at 09/30/01   Contracted Life       Price                  09/30/01             Price
----------    ------------   ---------------     ---------          ------------------       ----------

<S>             <C>                 <C>           <C>                   <C>                  <C>
  $ 0.03        26,037,000          4             $ 0.03                26,037,000           $ 0.03
</TABLE>


NOTE 13           WARRANTS

In a contract agreement for financial services dated July 7, 1999, the Company
issued 3,750,000 warrants at an exercise price of 1/8 of the market price at the
exercise date with a due date of December 31, 2006. At September 30, 2001and
2000 no additional warrants had been issued.

For financial statement disclosure purposes and for purposes of valuing
warrants, the Company has elected to account for warrants under SFAS No. 123.
Accordingly, $22,500 was charged to operations in 2001, and $26,250 in 2000. The
fair market value for these warrants was established at the date of grant using
a Black-Scholes option pricing model with the following assumptions for the year
ended September 30, 2000.


              Expected dividend yield                                0%
              Risk free interest rate                                4.55%
              Expected time of exercise                              5 years
              Expected volatility                                    436%




No warrants were exercised at September 30, 2001, and 2000. Changes during the
year are presented as follows:
<TABLE>
<CAPTION>
                                                                                                 Weighted
                                                                                                  Average
              Stock Warrants                           Number of Warrants                      Exercise Price
-------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                      <C>
              Balance at beginning of period                          0                        $         0
              Granted                                         3,750,000                               0.03
              Exercised                                               0                                  0
              Forfeited                                               0                                  0
                                                              ---------                         ----------

              Balance at end of period                        3,750,000                          $    0.03
                                                              =========                          =========
</TABLE>




                                      F-22
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 13           WARRANTS - continued

The following table summarizes information about stock options outstanding at
September 30, 2001:
<TABLE>
<CAPTION>


                            WARRANTS OUTSTANDING                       WARRANTS EXERCISABLE
                   -----------------------------------------     -----------------------------------------
                                 Weighted         Weighted                                    Weighted
Range of        Number           Average          Average               Number                Average
Exercise      Outstanding       Remaining         Exercise           Exercisable at           Exercise
 Price        at 09/30/01     Contracted Life      Price                09/30/01               Price
 -----        -----------     ---------------      -----                --------               -----
<S>            <C>                  <C>           <C>                  <C>                     <C>
$ 0.03         3,750,000            4             $ 0.03               3,750,000               $ 0.03
</TABLE>


NOTE 14           ACQUISITIONS

Alternative Lending Group, Inc. (ALG)
On January 25, 2000, the Company acquired 100% of the shares of common stock of
ALG, a mortgage broker. The purchase price of $400,000 was paid for with
8,000,000 shares of common stock of the Company. The common stock value was
established using the average quoted market price at the time of the acquisition
of $0.05 per share. The acquisition of ALG was accounted for under the purchase
method in accordance with APB-16. The results of operations of the acquired
company were included in the consolidated results of operations of the Company
from the respective acquisition date.

The estimated fair market value of assets acquired and liabilities assumed is
summarized as follows:

              Current assets                                 $   1,354,313
              Property & equipment                                  45,783
              Other assets                                         122,203
              Goodwill                                             176,644
              Current liabilities                               (1,263,800)
              Obligation under capital lease                       (17,143)
              Deferred income taxes                                (18,000)
                                                             -------------
                                                             $     400,000
                                                             =============


Unaudited pro-forma combined results of operations, assuming the acquisition had
taken place at the beginning of the 1999 fiscal year, are summarized as follows:

              Net sales                                      $   6,282,686
              Income from continuing operations
                before income taxes                          $     146,267
              Income taxes                                   $      56,115
              Income from continuing operations              $      90,152
              Per diluted share                              $      0.0007



                                      F-23
<PAGE>


                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 14           ACQUISITIONS - continued

Direct Financial, LLC (DF)
--------------------------
On March 23, 2000, ALG, a wholly owned subsidiary of Whitehall Enterprises, Inc.
acquired 100% of DF, a mortgage banking and broker business. The purchase price
of $531,250 was paid for with 2,125,000 shares of the Company's common stock.
The common stock value was established using the average quoted market price at
the time of the acquisition of $0.25 per share. The acquisition of ALG was
accounted for under the purchase method in accordance with APB-16. The results
of operations of the acquired company were included in the consolidated results
of operations of the Company from the respective acquisition date.

The estimated fair market value of assets acquired and liabilities assumed is
summarized as follows:

              Current assets                                 $        58,615
              Property & equipment                                    97,329
              Other assets                                             4,012
              Goodwill                                               510,977
              Current liabilities                                    (83,936)
              Obligation under capital lease                         (55,747)
                                                             ---------------
                                                             $       531,250
                                                             ===============

The goodwill of $510,977 will be amortized over an estimated useful life of 15
years.

Unaudited pro-forma combined results of operations, assuming the acquisition had
taken place at the beginning of the 1999 fiscal year, are summarized as follows:

              Net sales                                      $     6,538,355
              Income from continuing operations
                before income taxes                          $       203,008
              Income taxes                                   $        53,115
              Income from continuing operations              $       149,893
              Per diluted share                              $        0.0012


License - Medical Software DocPal
---------------------------------
On August 23, 2000, the Company acquired 100% of the proprietary rights of the
license of a medical software known as DocPal Medical Review. The purchase price
was $2,650,000, which included a note payable for $500,000 and a convertible
debenture of $2,150,000 (See Note 8).

The acquisition was accounted under the purchase method in accordance with
APB-16. Accordingly, the Company allocated the purchase price of the license,
identified as an intangible asset, which will be amortized over an estimated
useful life of 17 years.


                                      F-24
<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 14           ACQUISITIONS - continued

MiB Group, Ltd (MiB)
--------------------
On October 3, 2000, ALG, a wholly owned subsidiary of Whitehall Enterprises,
Inc. acquired 100% of MiB, a telemarketing and mortgage brokerage business. The
purchase price of $461,667 was paid for with 900,000 shares of the Company's
common stock, of which 450,000 shares were guaranteed a price of $1.00 per
share. Those shares were recorded at present value of the guaranteed price, or a
present value of $450,000 in one year at a discount rate of 8%, amounting to
$416,667. The common stock value was established using the average quoted market
price at the time of the acquisition of $0.10 per share for 450,000 shares
totaling $45,000. The acquisition of MiB was accounted for under the purchase
method in accordance with APB-16. The results of operations of the acquired
company were included in the consolidated results of operations of the Company
from the respective acquisition date.

The estimated fair market value of assets acquired and liabilities assumed is
summarized as follows:

              Current assets                                  $      4,971
              Property & equipment                                  96,685
              Goodwill                                             409,660
              Current liabilities                                  (49,649)
                                                              ------------
                                                              $    461,667
                                                              ============

The goodwill of $409,660 will be amortized over an estimated useful life of 15
years.

Unaudited pro-forma combined results of operations, assuming the acquisition had
taken place at the beginning of the 1999 fiscal year, are summarized as follows:

              Net sales                                          $ 4,215,865
              Income from continuing operations
                before income taxes                              $(2,656,103)
              Income taxes                                           -
              Income from continuing operations                  $(2,656,103)
              Per diluted share                                  $   (0.0102)


NOTE 15           DISCONTINUED OPERATIONS

On June 27, 2000, the board of directors approved management's plan to sell its
wholly owned subsidiary, MBM. On June 30, 2000, the Company sold the Canadian
plastics manufacturing subsidiary, MBM, to a shareholder in exchange for notes
receivable totaling $3,504,965 (See Note 3). Accordingly, the Company reported
the results of the operations of MBM, and the gain on the disposal, as
discontinued operations.


                                      F-25
<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 15           DISCONTINUED OPERATIONS - continued

A summary of financial data of the sale is as follows:

             Financial Position
             ------------------
              Current assets                                      $     870,033
              Loan receivables                                        1,379,513
              Deferred finance cost                                     578,234
              Property, plant & equipment                               602,085
              Current liabilities                                    (1,243,961)
              Long-term debt                                         (1,432,116)
                                                                  --------------
                                                                  $     753,788
                                                                  =============

The 1999 balance sheet has not been restated. At September 30, 2000, there were
no assets related to discontinued operations.
 .
MBM had net sales of $3,826,000, and net income of $2,526 through June 30, 2000.
For the fiscal year ended September 30, 1999, net sales were $4,170,370, and net
income was $78,003. As part of the agreement for the sale of MBM, the purchaser
agreed to pay certain liabilities of the Company. The prior year statement of
operations has been restated for comparison purposes.


NOTE 16           EMBEZZLEMENT AND CONTINGENCIES

During the fiscal year 2000, Whitehall officers discovered an embezzlement
perpetrated by an officer of ALG and his wife, also an ALG employee. ALG had
invested in a split-dollar life insurance policy on the life of this officer.
Under the terms of the policy, the premiums paid by the company are recoverable
upon the death of the insured on termination of the policy, and are carried on
the balance sheet as an asset. In September 2000, the insured officer received
the entire cash surrender value of the policy, $152,105, including the amount
that the company had invested as premiums. This officer and employee were
terminated in November 2000. It was subsequently discovered that certain
personal expenses of the officer and the employee were charged to ALG using a
company credit card. As of September 30, 2000, the amount of personal charges
was determined to be $26,988, and $19,346 as of September 30, 2001. The officer
died in 2001. Management believes that the total amount of personal expenses
charged to the company by this officer and the employee is in excess of
$200,000. In addition, management believes this officer did not disclose
liabilities of ALG in excess of $150,000 that were in existence at the time of
the acquisition, and subsequently authorized payment by ALG.

A complaint was filed with the Superior Court of the State of Arizona, County of
Maricopa, against the employee and the estate of the officer. On July 9, 2001,
the Company received $93,231 as part of the legal proceedings, which are not
finalized as of the date of this report.



                                      F-26
<PAGE>


                                       28
                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 16           EMBEZZLEMENT AND CONTINGENCIES - continued

It is the opinion of management that the full amount of the embezzlement
referred to above will be recovered, plus any additional expenses resulting from
these losses.

On December 5, 2001, the Company initiated arbitration proceedings with the
American Arbitration Association pursuant to the remedies available in the
license agreement providing the exclusive rights to market the medical software
(See Note 8). No case numbers have been assigned as of the date of this report,
and the arbitration is pending. The outcome is unknown, however, in the opinion
of management, the outcome will have no adverse effect on the financial
statements.

NOTE 17           SEGMENT INFORMATION

The Company is a holding company that operates four segments, each of which is a
strategic business that is managed separately. The segments and the descriptions
of the businesses are as follows: a) mortgage and banking services; b)
telemarketing; c) medical software; and d) hair growth and hair loss prevention
technology. The medical software and hair growth and hair loss prevention
businesses are considered to be in the development stage, therefore no segment
information is presented.

For the year 2001 the mortgage and banking services has 6 geographic reportable
segments: Arizona, Indianapolis, Illinois, Michigan, California and Florida.
Each segment originates and closes mortgage loans including HUD/FHA insured
loans. The accounting policies of the segments are the same as described in the
summary of significant accounting policies. The Company evaluates segment
performance based on income form operations. All intercompany transactions
between segments have been eliminated. The Company's selling, general and
administrative expenses are charged to each segment based on percentages of
gross sales.

The telemarketing segment was acquired through the purchase of MIB during 2001.

Segment results are as follows:
<TABLE>
<CAPTION>

                                                       2001                               2000
                                     Mortgage and             Mortgage and
                                    Banking Services          Telemarketing         Banking Services
                                    ----------------          -------------         ----------------
<S>                                  <C>                     <C>                      <C>
Revenue                              $10,337,739             $   360,451              $ 3,583,474
Segment income (loss)                $   298,138             $  (260,611)             $  (488,347)
Total assets                         $ 3,934,197             $    41,667              $ 4,211,135
Capital expenditures                 $   873,423             $         0              $   939,018
Depreciation and amortization        $   171,176             $         0              $    44,399
</TABLE>


                                      F-27
<PAGE>

                  WHITEHALL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000



NOTE 18    SUBSEQUENT EVENT

On October 31, 2001, the principal officers of ALG advised the board of
directors of their resignation, effective immediately. On November 1, 2001, by
resolution of the shareholders of ALG, the resignations were accepted and new
officers were appointed.

Under the terms of a contract entered into October 3, 2000 for the acquisition
of MiB, the Company guaranteed 450,000 shares of common stock a price of $1.00
per share for a period of one year. On October 3, 2001, common stock shares had
a market value of $0.01. On November 21, 2001, the Company, according to the
guaranteed price, issued a convertible debenture for $225,000 with an interest
rate of 5% per annum, due on December 1, 2002 for 225,000 shares. This debenture
is convertible into shares of common stock of the Company valued at 95% of the
average trading price for five days on or before December 1, 2002. For the
remaining 225,000 shares guaranteed at $1.00, the Company will issue an
additional 22,275,000 shares according to the contract (See Note 14).

Legal Matters
-------------
On November 21, 2001, the Company was served with a lawsuit from a former
president of IMT for damages, unpaid wages and unreimbursed expenses. The
outcome is unknown, however, in the opinion of management, the outcome will have
no adverse effect on the financial statements.






                                      F-28