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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2004

WHITEHALL LIMITED, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

COMMISSION FILE NUMBER 0-29027

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|FLORIDA                                                        |  | 84-1092599                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|290 COCOANUT AVENUE, SARASOTA, FLORIDA   |  | 34236     
|                                         |  |           
|(Address of principal executive offices) |  | (Zip Code)

Issuers Telephone Number (941) 954-1181

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filings requirements for the past 90 days. Yes [X]  No [   ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant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. [X]

State issuers revenues for its most recent
fiscal year: $43,266,401 for fiscal
year ended March 31, 2004.

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.) The common stock of the issuer is not
presently trading.

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:
14,182,977 shares of common
stock as of March 31, 2004.



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TABLE OF CONTENTS



|              |                                                                                                                          |  |  |  |  |  |  | 
|------------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I       
|              | ITEM 1. DESCRIPTION OF BUSINESS.                                                                                        
|              | ITEM 2. DESCRIPTION OF PROPERTY.                                                                                        
|              | ITEM 3. LEGAL PROCEEDINGS.                                                                                              
|              | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                            
|PART II      
|              | ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.                                                       
|              | ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.                                                      
|              | ITEM 7. FINANCIAL STATEMENTS.                                                                                           
|              | ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND  FINANCIAL DISCLOSURE.                          
|              | ITEM 8A. CONTROLS AND PROCEDURES.                                                                                       
|PART III     
|              | ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
|              | ITEM 10. EXECUTIVE COMPENSATION.                                                                                        
|              | ITEM 11. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                   
|              | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                                                
|              | ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K.                                                                             
|              | ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                                                        
|SIGNATURES   
|EXHIBIT INDEX
|EXHIBIT 10.6 
|EXHIBIT 10.7 
|EXHIBIT 21.1 
|EXHIBIT 31.1 
|EXHIBIT 31.2 
|EXHIBIT 32.1 
|EXHIBIT 32.2 





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PART I




ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND. Whitehall Limited, Inc. (the Company) is a corporation which has
been domesticated and presently exists under Florida law. Effective June 24, 1999, the Company acquired Whitehall Quality Homes,
Inc., a Florida corporation (formerly known as Whitehall Homes II, Inc. and
referred to herein as Whitehall), which is now a wholly owned subsidiary of
the Company. Whitehall is a residential home builder located in Sarasota,
Florida. The Company, formerly known as Cambridge Universal Corporation, was
originally incorporated in Colorado in 1988. After an initial public offering
in 1988, it did not conduct any significant business operations and had minimal
or no assets. Prior to its acquisition of Whitehall, the Company was what is
commonly referred to as a blank check company because its business objective
was to effect an exchange of capital stock or other business combination with
an operating business. References herein to the Company or Whitehall shall mean
Whitehall Limited, Inc. and Whitehall Quality Homes, Inc. collectively unless
the context otherwise requires or as otherwise noted.

The Companys principal executive office is located at 290 Cocoanut
Avenue, Sarasota, Florida 34236 and its telephone number is (941) 954-1181.

THE COMPANYS BUSINESS. The Company builds quality homes with custom
features at moderate prices. The homes are designed principally for the entry
level or moving up home buyers market, as well as the retirement segment of
such market. Residences constructed and marketed by the Company usually range
in size from 1,600 to 4,000 square feet and have purchase prices ranging from
$150,000 to $1,500,000. In the past, certain of the Companys
projects consisted of smaller units and were geared to the lower end
buyer. The current focus of the Company is on middle to higher end
homes including luxury condominiums and townhomes in several upscale
developments. The Company markets the residences through commissioned
employees and independent real estate brokers in the Companys market area,
which consists of the west coast of the State of Florida, primarily, Sarasota,
Manatee, Collier, Pasco and Hillsborough Counties, as well as certain
areas of the Southeast Atlantic Coast. Residential unit sales are
usually conducted from sales offices located in furnished models in each
subdivision where the Company is active. The Company also typically constructs
a limited number of speculative homes in each residential subdivision in which
it is active in order to enhance marketing and sales activities. At March 31,
2004, the Company had approximately $28,926,000 invested in land and development
costs and approximately $19,688,000 invested in homes under construction and
furnished models.

EXISTING PROJECTS. The Company is presently engaged in some level of
development in residential real estate and the construction of single family
dwellings in the following projects. All of the projects where such development
and construction activity is being conducted contain appropriately zoned
residential dwelling unit building lots, and construction permits are obtained
prior to the construction of a unit. The following table sets forth summaries
of statistical data with respect to the identified real estate projects:

|                                                        |  |                        |  |                |  |               |     |               |  |                |           |             |  |           |  |          
|------------------------------------------------------- |  | ---------------------- |  | -------------- |  | ------------- | --- | ------------- |  | -------------- | --------- | ----------- |  | --------- |  | ---------
|                                                        |  |                        |  |                |  |               |     |               |  |                |           |             |  | Number of |  |          
|                                                        |  |                        |  |                |  | Number of     |     | Estimated     |  | Units          |           | Estimated  
|                                                        |  |                        |  | Status of      |  | Building Lots |     | Average       |  | Closed/Under   |           | Time of    
|                                                        |  |                        |  | Infrastructure |  | Available to  |     | Selling Price |  | Construction/  |           | Development
|Development                                             |  | Location               |  | Development    |  | Whitehall     |     | Per Unit      |  | Under Contract |           | Build-Out  
|                                                        |  |                        |  |                |  |               |     |               |  |                |           |            
|Avalon at the
Villages of Palm
Aire                     |  | Sarasota, Florida      |  | Complete       |  |               | 114 |               |  | $              | 195,000   |             |  | 113/1/0   |  | Completed
|Bermuda Club                                            |  | Venice, Florida        |  | Complete       |  |               | 10  |               |  | $              | 200,000   |             |  | Sold Out  |  | Completed
|Heron Creek Golf &
Country Club                         |  | North Port, Florida    |  | Complete       |  |               | 112 |               |  | $              | 325,000   |             |  | 80/7/12   |  | 60 Months
|Lake Jovita                                             |  | Lake City, Florida     |  | Complete       |  |               | 60  |               |  | $              | 260,000   |             |  | 13/15/12  |  | 60 Months
|Lakewood Ranch at
Edgewater Moorings                    |  | Sarasota, Florida      |  | Incomplete     |  |               | 136 |               |  | $              | 465,000   |             |  | 56/40/65  |  | 48 Months
|Calumet Reserve at
Lely Resort/Lely
Island/Tiger Island |  | Naples, Florida        |  | Complete       |  |               | 54  |               |  | $              | 400,000   |             |  | 40/21/24  |  | 30 Months
|Waterchase                                              |  | Tampa, Florida         |  | Complete       |  |               | 56  |               |  | $              | 272,000   |             |  | 11/17/35  |  | 36 Months
|Ancient Oaks                                            |  | Ellenton, Florida      |  | Complete       |  |               | 80  |               |  | $              | 225,000   |             |  | 8/5/15    |  | 48 Months
|The Oaks                                                |  | Sarasota, Florida      |  | Complete       |  |               | 2   |               |  | $              | 1,500,000 |             |  | 0/2/0     |  | 12 Months
|Miramar Village at
Lakewood Ranch                       |  | Sarasota, Florida      |  | Incomplete     |  |               | 172 |               |  | $              | 283,600   |             |  | 0/0/44    |  | 48 Months
|Shadowmoss                                              |  | North Port,
Florida    |  | Incomplete     |  |               | 70  |               |  | $              | 150,000   |             |  | 0/8/77    |  | 24 Months
|Grand Haven                                             |  | Palm Coast, Florida    |  | Incomplete     |  |               | 90  |               |  | $              | 325,000   |             |  | 0/0/0     |  | 36 Months
|World Golf Village                                      |  | St. Augustine,
Florida |  | Incomplete     |  |               | 150 |               |  | $              | 287,000   |             |  | 0/0/0     |  | 48 Months
|Cayo Costa / Moon lakes                                 |  | NaplesFlorida          |  | Incomplete     |  |               | 20  |               |  | $              | 340,000   |             |  | 0/0/2     |  | 36 Months
|Miramar Lakes                                           |  | Ft. MeyersFlorida      |  | Incomplete     |  |               | 66  |               |  | $              | 415,000   |             |  | 0/0/0     |  | 36 Months



CONSTRUCTION.The Companys home designs are prepared by architects to
appeal to local tastes and preferences of the community. Optional interior and
exterior features also are offered by Whitehall to enhance the basic home
design and to promote the custom aspect of the Companys sales efforts.

Subcontractors perform most of the Companys construction work. The
Companys construction supervisors monitor the construction of each home,
participate in material design and building decisions, coordinate the
activities of subcontractors and suppliers, subject the work of subcontractors
to quality and cost controls and monitor compliance with zoning and building
codes. Subcontractors typically are retained for a specific subdivision
pursuant to a contract that obligates the subcontractor to complete
construction at a fixed price. Agreements with the Companys subcontractors
and suppliers are negotiated for each subdivision.

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Construction time for the Companys homes depend on the weather,
availability of labor, materials and supplies, and permits. The Company
typically completes the construction of a home within six months from the
issuing of permits.

The Company does not maintain significant inventories of construction
materials, except for work in process materials for homes under construction.
Typically, the construction materials used in operations are readily available
from numerous sources. The Company does not have any long-term contracts with
suppliers of its building materials. Since its inception, the Company has not
experienced any significant delays in construction due to shortage of materials
or labor

MARKETING. The Company generally offers five to ten home designs that it
believes will appeal to local homebuyers at each of its subdivisions, but is
prepared to offer additional building plans and options that may be more
suitable or desirable to homebuyers. While most design modifications are
significant to homebuyers, such changes typically involve relatively minor
adjustments including, among other things, modifying the interior or exterior
dimensions of the home and changing exterior materials. Such changes generally
improve the Companys gross margins. The Company believes that its ability to
cater to the design tastes and desires of the prospective homebuyer at
competitive prices, even at the entry-level, distinguishes it from many of its
competitors.

The Company advertises in local newspapers, magazines, and television.
The Company also utilizes the power of the Internet, alliances with mortgage
companies, and utility publications, brochures, newsletters and billboards. To
control advertising costs, the Company attempts to operate in subdivisions in
conspicuous locations that permit it to take advantage of local traffic
patterns. The Company also believes that model homes, furnished by award
winning interior designers, play a significant role in its marketing efforts.
Consequently, the Company expends significant efforts in creating an attractive
atmosphere in its model homes.

The Company markets its homes through commissioned employees and
independent real estate brokers. Home sales are typically conducted from sales
offices located in furnished model homes located within each development.
Company sales representatives and consultants assist prospective homebuyers by
providing them with floor plans, price information, tours of model homes and
the selection of options and other custom features. Management believes that
the Companys commissioned employees are adequately trained in terms of their
sales capability and it is the policy of the Company to keep such persons
informed as to the availability of financing, construction schedules and future
marketing and advertising plans.

In addition to using model homes, Whitehall typically builds a limited
number of speculative homes in each development in order to enhance its
marketing and sales activities. Construction of these speculative homes is also
considered necessary to satisfy the requirement of relocated personnel and
independent brokers who often represent home buyers requiring a completed
residential unit within 60 days or less. A majority of these speculative homes
are sold before construction is completed or immediately following completion.
The number of speculative homes built is influenced by local market factors
such as new employment opportunities, significant job relocations, growing
housing demand and the length of time the Company has built in the market.

Sales of Company homes generally are made pursuant to a standard sales
contract which requires a down payment of approximately 10% of the sales price.
The contract includes a financing contingency which permits the customer to
cancel in the event mortgage financing at prevailing interest rates is
unobtainable within a specified period, typically four to six weeks, and may
include other contingencies, such as the sale of an existing home. The Company
includes a home sale in its sale backlog upon execution of the sales contract
and receipt of the initial down payment. The Company estimates that the
average period between the execution of a sales contract for a home and closing
is approximately six months from issue of permits.

CUSTOMER SERVICE AND
QUALITY CONTROL. The Company is responsible for
pre-closing quality control inspections and responding to customers
post-closing needs. The Company believes that prompt and courteous response to
homebuyers needs during and after construction reduces post-closing repair
costs, enhances its reputation for quality and service, and ultimately leads
to significant repeat and referral business from the real estate community and
homebuyers. The Company provides its homebuyers with a warranty on workmanship
and building materials. The subcontractors who perform most of the actual
construction also provide warranties of workmanship and generally are prepared
to respond to the Company and homeowners promptly upon request. The Company
supplements it one-year warranty by purchasing a ten-year limited warranty from
a third party, Homeowners Warranty Company, to cover its potential warranty
obligations.

CUSTOMER FINANCING. The Company works with a variety of mortgage lenders
who make available to homebuyers a range of conventional mortgage financing as
well as FHA and VA programs. By making information about these programs
available to prospective homebuyers and maintaining a relationship with such
mortgage lenders, the Company is able to coordinate and expedite the entire
sales transaction by ensuring that mortgage commitments are received and that
closings take place on a timely and efficient basis.

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REGULATION AND ENVIRONMENTAL MATTERS. The housing industry is subject to
extensive and complex regulations. The Company and its subcontractors must
comply with various federal, state, and local laws and regulations including
zoning and density requirements, building, environmental, advertising and
consumer credit rules and regulations, as well as other rules and regulations
in connection with its homebuilding and sales activities. These include
requirements as to building materials to be used, building designs and minimum
elevation of properties. The Companys homes are inspected by local
authorities where required, and homes eligible for insurance or guarantees
provided by Fannie Mae and Freddie Mac, respectively, are subject to inspection
as well.

The Company is also subject to a variety of local, state and federal
statutes, ordinances, rules and regulations concerning protection of health and
the environment. The particular environmental laws which apply to any given
homebuilding site vary greatly according to the sites location, environmental
condition, and present and former uses. These environmental laws may result in
delays, may cause the Company to incur substantial compliance and other costs,
and can prohibit or severely restrict homebuilding activity in certain
environmentally sensitive regions or areas.

PROPERTY ACQUISITIONS. The Company continually inspects and determines
the relative feasibility of real estate parcels for future residential
development projects in its operating area. Real estate properties possibly suitable for
development which are not located in such area will also be investigated.
Generally, the Company endeavors to acquire developed building lots after all
zoning and other governmental entitlements and approvals have been obtained.
In such acquisition activities, the Company has and will continue to utilized
lot options and similar contracts to secure developed lots. Substantially all
real estate purchased by the Company will involve those properties which have
obtained all necessary permits and entitlements and comply with all regulatory
factors, so that the Company can immediately begin development and home
construction. The Company attempts to limit its acquisitions to tracts of
entitled land that will yield fewer than 1,600 lots when developed and, where
possible, obtains options to acquire adjacent parcels for later development.
By limiting its acquisition and development activities to modular parcels of
land, the Company believes that it reduces the financial and market risks
associated with holding land during the development period. Additionally, the
Company will purchase land and engage in land development activities wherein
lots will be sold to other custom homebuilders.

The Company also seeks to limit its exposure to real estate inventory
risks by: (1) generally commencing construction of homes under contract only
after receipt of a satisfactory down payment and, where applicable, the buyers
receipt of mortgage approval; (2) limiting the number of speculative homes
(homes started without an executed sales contract) built in each subdivision;
and (3) closely monitoring local market and demographic trends, housing
preferences and related economic developments, such as new job opportunities,
local growth initiatives and personal income trends.

COMPETITION. The residential development and construction industry is
highly competitive throughout the United States and particularly in the
Companys geographic market area which is located primarily in Southwest
Florida from Tampa to Naples. In times of strong demand for residential
building lots, entities such as the Company are inclined to initiate a number
of developments and the construction of residential units at substantially the
same time, thereby potentially creating an oversupply of available residential
units. When demand for such residential units slackens, downward pressure with
respect to the pricing of inventory units usually occurs or the acquisition on
a pre-construction basis of residential units by home buyers decreases
significantly. Factors which will affect the relative competitive position of
the Company including, without limitation, its project development activities,
residential unit construction and the marketing thereof, including the location
of the Companys available residential units and the project in which they are
located, the presence of competing entities in the Companys areas of
operations and the relative level of consumer acceptance of the Companys
residential units from an aesthetic, pricing and availability standpoint. The
ultimate pricing of the residential unit and the related lot will also be a
competitive factor. The Company believes that it is in competition with
development and construction entities which have substantially greater
financial, managerial and other resources than those presently available to the
Company. The Company estimates that there are approximately 12 major
residential dwelling unit home contractors operating in the area of Florida in
which the Company operates. Of the 12 contractors, five have been identified as
direct competitors. All five direct competitors offer a full range of home
design options and are recognized and established within the Southwest Florida
Gulf Coast from Tampa to Naples market. No assurance can be given that the
Company will effectively meet competition on a continuing basis.

THE RESIDENTIAL HOME BUILDING INDUSTRY. The residential home building
industry which includes the development of residential real estate projects has
three primary components. These components are land acquisition, land
development and home construction and sales. The Company believes that there is
considerable overlap among those who participate in one or more of these
components. Investors purchase undeveloped or underutilized real estate with a
view to realizing appreciation in value as a result of urban or suburban growth
but such investors usually do not engage in development activities. Developers
and residential dwelling

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contractors such as the Company typically purchase real property which is
usually unimproved and unplatted but is appropriately zoned for development,
and such entities develop such property into subdivisions containing platted,
semi-finished or finished lots for sale to home builders. In some instances,
developers like the Company also engage in residential home construction. The
Company acquires properly zoned real estate for further development and
constructs residential units thereon and also builds residential units in
subdivisions containing fully developed lots ready for residential home
construction.

In the home construction and sales component of the industry, there are
four major activities: building custom homes, building production homes,
building townhomes, condominiums and apartments, and remodeling. The Company
concentrates its residential construction activities on the construction of
single family custom homes in the medium price range. The Companys geographic
area of operation is estimated to contain approximately 12 major developers and
residential unit contractors, some of whom conduct nationwide operations and
engage in the building of production homes. The Companys management believes
that within the Companys area of operations, the Company ranks among the top
ten of such developers. Managements estimate is based upon a publication known
as The Construction Guide which publishes on a monthly basis statistical data
relating to the number of residential unit construction starts occurring in
any particular month and which is cumulated on a year-to-date basis. It should
be noted, however, that the range of construction starts varies widely and a
number of home builders have monthly construction starts significantly in
excess of those of the Company.

EMPLOYEES. As of
March 31, 2004, the Company had 44 employees, all of
which are full time.




ITEM 2. DESCRIPTION OF PROPERTY.

The Companys principal executive office is located at 290 Cocoanut
Avenue, Sarasota, Florida 34236 in a 3,192 square foot office building owned by
the Company. The building, and an attached 1,961 square foot building owned by
the Company, is subject to a mortgage requiring monthly payments of $3,534.
Management believes that the building is adequate for its needs in the
foreseeable future.




ITEM 3. LEGAL PROCEEDINGS.

The Company is not involved in any material legal proceedings and, to the
Companys knowledge, there is presently no basis for any such proceeding.




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

Not applicable.




PART II




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

There has been no trading market for the Companys Common Stock since the
Companys acquisition of Whitehall in June, 1999.

As of March 31,
2004, there were approximately 431 shareholders of record
of the Companys Common Stock.

The Company has never paid any cash dividends on its Common Stock and
anticipates that, for the foreseeable future, no cash dividends will be paid on
its Common Stock. Payment of future cash dividends will be determined by the
Companys Board of Directors based upon conditions then existing, including the
Companys financial condition, capital requirements, cash flow, profitability,
business outlook and other factors. In addition, the Companys future credit
arrangements may restrict the payment of dividends.

Any market transactions involving the Common Stock of the Company are
expected to occur in the over-the-counter market on the OTC Bulletin Board.
Accordingly, the Companys Common Stock may be classified as a designated
security pursuant to the rules of the Securities and Exchange Commission. A
designated security is sometimes referred to as a penny stock. If such
occurs, broker-dealers effecting transactions in the Companys Common Stock
will be subject to the requirements of Commission Rules 15g-1 through 15g-9
which have been adopted under the Securities Exchange Act of 1934, as amended
(the Exchange Act). Such rules

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require that any broker-dealer effecting transactions in a penny stock
accomplish and satisfy special sales practices which include a requirement that
such broker-dealers make a written suitability determination with respect to
each anticipated purchaser of a penny stock and that such broker-dealer receive
the written consent of such purchaser prior to the occurrence of the purchase
transaction. Additionally, provisions of the Exchange Act applicable to
transactions involving penny stocks also require that a broker-dealer
participating in any such transactions deliver a risk disclosure document which
sets forth certain risks attributable to all transactions in penny stocks. Such
risk disclosure document must be delivered by the participating broker-dealer
prior to any transaction involving a penny stock. Participating broker-dealers
must also provide the penny stock customer with current bid and offer
quotations for the penny stock which is the subject of the anticipated
transaction, the compensation to be realized by the broker-dealer and its
associated persons as a result of the consummation of such transactions, and
the monthly statements provided to the penny stock purchaser must reflect the
current market value of each penny stock held in the penny stock customers
account maintained with such broker-dealer.

The additional burdens imposed upon broker-dealers by such requirements
relating to penny stocks could discourage them from effecting transactions in
the Companys Common Stock which would severely limit and restrict any market
liquidity attributable to the Companys Common Stock and the ability of
purchasers thereof to sell shares in any market.

Generally, a penny stock is any stock which has a price of under $5 per
share and is issued by an issuer which does not meet certain net tangible asset
requirements pursuant to rules adopted by the Commission which provide that the
issuer (a) has net tangible assets in excess of $2,000,000 if the issuer has
been in continuous operation for at least three years, or $5,000,000 if the
issuer has been in continuous operation for less than three years, or (b) has
average revenue of at least $6,000,000 for the last three years.

During the years ended
March 31, 2004 and March 31, 2003, the Company issued 111,000 and
9,000 shares, respectively of Common Stock to certain of its employees under its employee stock plan as
a bonus. The Company placed a value of $.23 and $.13 per share,
respectively on each share
issued. In addition, the Company issued 967,500 shares of common
stock to certain of its employees as a bonus during
December, 2002. The Company placed a
value of $.13 per shares on each share issued. See Note 4 of
Notes to Consolidated Financial Statements for additional information
regarding the Companys employee stock plan.

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ITEM 6. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Form 10-KSB, other than historical financial information, may
 consist of forward-looking statements that include risks and uncertainties,
 including, but not limited to, statements contained in
Managements Discussion and Analysis
 of Financial Condition and Results of Operations. Such statements are based upon many
 assumptions and are subject to risks and uncertainties. Actual results could differ materially
 from the results discussed in the forward-looking statements due to a number of factors,
 including, but not limited to, those identified in this document and
the Companys other
 filings with the Securities and Exchange Commission. The Company disclaims any intent or
 obligation to update these forward-looking statements.

Overview:

The Company builds quality homes with custom features at moderate prices.
 The homes are designed principally for the entry level or moving
up home buyers
 market, as well as the retirement segment of such market. Residences constructed and
 marketed by the Company generally range in size from 1,600 to 4,000 square feet and have
 purchase prices ranging from $150,000 to $1,500,000. In the past,
certain of the Companys projects consisted of smaller units and were geared more to the
 lower-end buyer. The current focus of the Company is on middle-to-higher-end homes, including
 luxury condominiums and townhomes in several upscale developments.  The Company markets the
 residences through commissioned employees and independent real
estate brokers in the Companys market area, which consists of the West Coast of the State
 of Florida, primarily, Sarasota, Manatee, Collier, Pasco and Hillsborough Counties and more
 recently two multi-family developments on the East Coast of Florida. Residential unit sales
 are usually conducted from sales offices located in furnished models in each subdivision where
 the Company is active. The Company also typically constructs a limited number of speculative
 homes in each residential subdivision in which it is active in order to enhance marketing and
 sales activities.

Critical Accounting Policies:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally
 accepted in the United States of America requires management to make certain estimates and
 assumptions that affect certain reported amounts and disclosures. Actual results could differ
 from those estimates.

Revenue recognition:

Income from sales is recorded when title to the property is conveyed to the buyer subject to
 the buyers financial commitment being sufficient to provide economic substance to the
 transaction.

Project Costs:

Project costs on real estate projects may be direct or indirect. Direct costs that are related
 to the acquisition, development and construction of a real estate project are capitalized as
 project costs. Indirect costs on real estate projects that can be identified clearly to specific
 projects under development or construction are capitalized as project costs or allocated to
 several real estate projects under development or construction on a reasonable basis. Indirect
 costs on real estate  projects, not under development or construction, are expenses as incurred,
 including general and administrative expenses.

Recent Accounting Pronouncements:

In December 2002, the Financial Accounting Standards Board (the
FASB) issued SFAS 148 which
 amends SFAS 123 to provide alternative methods of transition for entities that elect to switch
 to the fair value method of accounting for stock options in fiscal years ending after December
 15, 2002. We have not made such an election. SFAS 148 also requires more prominent and detailed
 disclosures in annual and interim financial statements for stock-based compensation regardless
 of which method of accounting is selected. We have no stock options outstanding.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149,
 Amendment of Statement 133 on Derivative Instruments and
Hedging Activities. We do not hold any material derivative instruments and do not conduct
 any significant hedging activities.

In May 2003, the FASB issued SFAS No. 150 Accounting for Certain Financial Instruments with
 Characteristics of both Liabilities and Equity (SFAS
150) which requires an issuer to classify financial instruments that are within its scope
 as liabilities. Many of those instruments were classified as equity under previous guidance.
 Most of the guidance in SFAS 150 was effective for all financial instruments entered into or
 modified after May 31, 2003, and otherwise was effective at the beginning of

7



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##### Table of Contents



the first interim period beginning after June 15, 2003. The adoption of the
provisions of SFAS 150 did not have any impact on our consolidated financial
statements. In November 2002, the EITF reached a consensus on Issue No. 00-21, Accounting
for Revenue Arrangements with Multiple Deliverables. This consensus provides
guidance on when and how to separate elements of an arrangement that may
involve the delivery or performance of multiple products, services and rights
to use assets into separate units of accounting. The guidance in the consensus
is effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. We adopted the guidance in the consensus in the quarter
beginning July 1, 2003. The adoption of the consensus did not have a material
effect on our consolidated results of operations. In November 2002, the FASB
issued FASB Interpretation (FIN) No. 45,
Guarantors Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness to Others,
an Interpretation of FASB Statements Nos. 5, 57 and 107 and a
Rescission of FASB Interpretation No. 34. Fin 45
among other things, clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value
of the obligations undertaken. The adoption of the initial
recognition and measurement provisions of FIN 45 was required
for guarantees issued or modified after December 31, 2002. Such
adoption did not have a material impact on our consolidated financial
statements. In December 2003, the FASB issued revised FIN No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51, (FIN No. 46R). FIN No. 46R requires the consolidation of an entity
in which an enterprise absorbs a majority of the entitys expected losses,
receives a majority of the entitys expected residual returns, or both, as a
result of ownership, contractual or other financial interests in the entity
(variable interest entities, or VIEs), Currently, entities are generally
consolidated by an enterprise when it has a controlling financial interest
through ownership of a majority voting interest in the entity. FIN No. 46R is
applicable for financial statements of public entities that have interests in
VIEs or potential VIEs referred to as special-purpose entities for periods
ending after December 15, 2003. Application by public entities for all other
types of entities is required in financial statements for periods ending after
March 15, 2004. Adoption of this standard is not expected to have a material
impact on our consolidated financial position, results of operations or cash
flows. Results of operations for the year ended March 31, 2004 as compared to the year
ended March 31, 2003: The Company is presently engaged in the development of the following projects: Estimated
    
    Number ofAverage
    
    UnitsTotal
    
    Selling
    
    To Close
    
    Units ClosedNumber of
    
    Price
    
    As of
    
    Years EndedProject
    
    Units
    
    Per Unit
    
    3/31/04
    
    3/31/04
    
    3/31/03Avalon at
The Villages
of Palm Aire
    
    
    114
    
    
    $
    195,000
    
    
    
    1
    
    
    
    0
    
    
    
    3Bermuda Club
    
    
    10
    
    
    $
    200,000
    
    
    
    0
    
    
    
    0
    
    
    
    1Calumet Reserve
at Lely Resort
    
    
    54
    
    
    $
    400,000
    
    
    
    14
    
    
    
    25
    
    
    
    13Ancient Oaks
    
    
    80
    
    
    $
    225,000
    
    
    
    72
    
    
    
    8
    
    
    
    0Heron Creek Golf
& Country Club
    
    
    112
    
    
    $
    325,000
    
    
    
    32
    
    
    
    19
    
    
    
    28Lake Jovita
    
    
    60
    
    
    $
    260,000
    
    
    
    47
    
    
    
    2
    
    
    
    7Waterchase
    
    
    56
    
    
    $
    272,000
    
    
    
    45
    
    
    
    10
    
    
    
    1The Moorings at
Lakewood Ranch
    
    
    136
    
    
    $
    465,000
    
    
    
    80
    
    
    
    56
    
    
    
    0Miramar at
Lakewood Ranch
    
    
    172
    
    
    $
    284,000
    
    
    
    172
    
    
    
    0
    
    
    
    0World Golf Village
    
    
    150
    
    
    $
    287,000
    
    
    
    150
    
    
    
    0
    
    
    
    0Grand Haven
    
    
    90
    
    
    $
    325,000
    
    
    
    90
    
    
    
    0
    
    
    
    0Shadowmoss
    
    
    70
    
    
    $
    150,000
    
    
    
    70
    
    
    
    0
    
    
    
    0
 8




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##### Table of Contents



Estimated
    
    Number ofAverage
    
    UnitsTotal
    
    Selling
    
    To Close
    
    Units ClosedNumber of
    
    Price
    
    As of
    
    Years EndedProject
    
    Units
    
    Per Unit
    
    3/31/04
    
    3/31/04
    
    3/31/03Cayo Costa/Moon Lakes
    
    
    20
    
    
    $
    340,000
    
    
    
    20
    
    
    
    0
    
    
    
    0Miramar Lakes
    
    
    66
    
    
    $
    415,000
    
    
    
    66
    
    
    
    0
    
    
    
    0The Oaks
    
    
    2
    
    
    $
    1,500,000
    
    
    
    2
    
    
    
    0
    
    
    
    0Totals
    
    
    
    
    
    
    
    
    
    
    861
    
    
    
    120
    
    
    
    53
 Results of operations: The following table sets forth operating data as a percentage of revenue: Year endedMarch 312004
    
    2003Revenues:Home and lot sales
    
    
    100
    %
    
    
    99
    %Other
    
    
    0
    %
    
    
    1
    %Totals
    
    
    100
    %
    
    
    100
    %Costs and Expenses:Cost of sales
    
    
    77
    %
    
    
    86
    %Selling, general and administrative
    
    
    13
    %
    
    
    23
    %Interest
    
    
    0
    %
    
    
    1
    %Totals
    
    
    90
    %
    
    
    110
    %Operating
income (loss)
    
    
    10
    %
    
    
    -10
    %
 Revenues: Home and lot sales: The Companys home and lot sales increased by approximately $29,431,000 to
approximately $43,202,000 for the year ended March 31, 2004 as compared to
approximately $13,771,000 for the year ended March 31, 2003. The Company was
able to take advantage of the strong real estate markets, thereby increasing
the average base sales price per unit, as well as selling an increased number
of options per unit. In addition, the Company continued certain phases of
projects under development that contained the premium or choice units thereby
demanding a higher unit value. As a result of the aforementioned, the average
unit sales price, including lots, on the 120 units closed during the year
ended March 31, 2004 was approximately $360,000 as compared to approximately
$260,000 for the 53 units closed during the year ended March 31, 2003. In
addition to the average selling price increase, the Company closed 67 more
units in the year ended March 31, 2004 as compared to the year ended March
31, 2003, primarily as a result of the completion and closing of 56 units in
the Edgewater Moorings condominium project. Costs and expenses: Cost of sales: Cost of sales increased by approximately $21,364,000 to approximately
$33,279,000 for the year ended March 31, 2004 as compared to approximately
$11,915,000 for the year ended March 31, 2003. The cost as a percent of
sales approximated 77% and 86% for the years ended March 31, 2004 and 2003,
respectively. In prior years, the Company had two major communities,
Edgewater Moorings at Lakewood Ranch (136 units) and Waterchase (56 units)
in which delays in final 9




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##### Table of Contents



governmental approvals significantly impacted construction schedules
and building programs. Although total cost of sales has increased due to closing more homes than
in the prior year, the decrease in the cost of sales as a percent of sales can be attributed to
the resolution of all significant issues related to these approvals, and the first closings for
both communities occurred either in the fourth quarter of fiscal 2003 or the first quarter of
fiscal 2004.  Also, the Company has continued to add additional project superintendents to
circumvent construction delays in the future.  Additional operational staff has also been added
to enhance efficiencies in permitting and scheduling.

Selling expenses:

Selling expenses increased by approximately $2,257,000 to approximately
$3,805,000 for the year ended March 31, 2004 as compared to approximately $1,548,000 for the year
ended March 31, 2003. The primary reason for this is that the Company incurred increased selling
expenses as a result of commissions owed on sales and new projects being offered for sale and the
associated staffing and marketing costs associated with these new projects.  The increased use
of outside realtors and promotional expenses associated with several new developments also
affected overall selling costs for the year. However, the overall increase in selling expenses
was offset by a larger increase in sales and  as a percent of sales approximated 9% for the year
ended March 31, 2004 as compared to 11% for the year ended March 31, 2003.

General and administrative expenses:

General and administrative expenses increased by approximately
$86,000 to approximately $1,666,000 for year ended March 31, 2004 as compared to approximately
$1,580,000 for the year ended March 31, 2003. This increase was a result of increased project
staffing requirements during the year related to new communities in development as well as
additional employees necessary to staff current and future projects and an overall increase in
our infrastructure.

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##### Table of Contents



Interest:

Interest expense increased by approximately $4,000 to $188,000
for the year ended March 31, 2004 as compared to approximately $184,000 for the year ended March
31, 2003. Total debt outstanding has increased for the year. However, when compared to that of
the prior year, the majority of the debt for the current period relates to projects under
development. As a result, most of the interest expense for the year has been capitalized rather
than expensed.

Net income (loss):

As a result of the aforementioned, the Companys operating income
increased by approximately $5,705,000 to approximately $4,328,000 for the year ended March 31,
2004 as compared to approximately $(1,377,000) for the year ended March 31, 2003. However,
approximately $296,000 of the $4,765,000 of the Companys income incurred during the year ended
March 31, 2004, as compared to approximately $(161,000) of the Companys loss incurred during the
year ended March 31, 2003, was attributable to the Whitehall Quality Homes at Edgewater Moorings
joint venture and allocable to the Companys joint venture partner in proportion to its capital
contribution (see Note 5 of the Companys Annual Report). In addition, approximately $(32,000) of
the Companys income incurred during the year ended March 31, 2004, as compared to $0 of the
Companys loss incurred during the year ended March 31, 2003, was attributable to the Whitehall
Quality Homes at Miramar joint venture and allocable to the Companys joint venture partner in
proportion to its capital contribution (see Note 5 of the Companys Annual Report).  Amounts
allocated to the joint venture partnerships totaled $264,000 of income for the year ended
March 31, 2004 as compared to $(161,000) of loss for the year ended March 31, 2003.  As such,
after the provision (credit) for income taxes of approximately $1,555,000 for the year ended March 31,
2004 and approximately $(450,000) for the year ended March 31, 2003, the Companys net income
increased by approximately $3,275,000 to approximately $2,509,000 or $0.18 basic earnings per
share for the year ended March 31, 2004 as compared to a net loss of approximately $(766,000) or $(0.06) basic
loss per share for the year ended March 31. 2003.  The basic earnings per share was computed
on the weighted average number of shares outstanding of 14,264,552 and 13,600,750 for the years
ended March 31, 2004 and 2003, respectively.

Liquidity and Capital Resources:

As of March 31, 2004, the Company had net assets of approximately
$3,073,000 including cash and cash equivalents of approximately $1,906,000. During the year ended
March 31, 2004, the Companys cash position decreased by approximately $848,000.  Its operating
activities utilized approximately $6,617,000 of cash. This was primarily caused by an increase in
inventories of approximately $17,457,000, offset by an increase in accounts payable and accrued
expenses and customer deposits of approximately $4,072,000 and $4,218,000, respectively, as well
as offset by the net income of approximately $2,509,000.  This utilization was effected through
the Companys financing activities. The Companys financing activities provided approximately
$5,806,000 of cash principally from the proceeds of its mortgages and notes payable of
approximately $37,895,000 offset by repayments of approximately $31,463,000. The Companys
principal source of financing has historically been construction financing which is based on the
value of the underlying projects. In addition, in 2004, the company received capital
contributions of approximately $2,006,000, offset by distributions of $2,625,000 from the
Companys joint venture partners in the Miramar at Lakewood Ranch, Grand Haven and World Golf
Village projects.

As of March 31, 2004, a company related to the principal
stockholder advanced the Company approximately $701,000 for working capital purposes. These
advances are due on demand and bear interest at 12% payable
monthly.

During the twelve months ended March 31, 2004, the Company
received notifications that it breached a certain financial covenant applicable to a revolving
construction loan in the amount of $3,500,000.  On February 10, 2004, the lender waived the
covenant violation until July 15, 2004, at which time, unless done earlier, the Company will be
required to place the outstanding balance of the line of credit with
another financial institution. As of March 31, 2004, the Company
has initiated the placement of the revolving construction loan with
an alternate institution.

As a result of increased housing demand as well as construction
delays and the cyclical nature of the market, the Company continues to accumulate a significant
backlog of homes expected to be delivered in the next fiscal year.  As of March 31, 2004,
contracts are in place for closing more than 225 homes, of which 210 are scheduled to close in
the next fiscal year.   The anticipated revenue associated with these contracts totals
approximately $65,364,000, of which approximately $60,765,000 is

11



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##### Table of Contents



associated with units scheduled to close in the fiscal year ending March 31,
2006. The table below summarizes the contracts and associated revenue in place
as of March 31, 2004: RoundnumbersUnits
    
    Contract
    
    To Close
    
    To CloseUnder
    
    Price
    
    As of 3/31/05
    
    As of 3/31/06Project
    
    Contract
    
    Total
    
    Units
    
    $
    
    Units
    
    $Calumet Reserve
at Lely Resort
    
    
    23
    
    
    $
    5,576,000
    
    
    
    23
    
    
    $
    5,576,000
    
    
    
    0
    
    
    $
    Ancient Oaks
    
    
    19
    
    
    $
    3,533,000
    
    
    
    19
    
    
    $
    3,533,000
    
    
    
    0
    
    
    $
    Heron Creek Golf
& Country Club
    
    
    16
    
    
    $
    4,183,000
    
    
    
    16
    
    
    $
    4,183,000
    
    
    
    0
    
    
    $
    Lake Jovita
    
    
    12
    
    
    $
    2,717,000
    
    
    
    12
    
    
    $
    2,717,000
    
    
    
    0
    
    
    $
    Waterchase
    
    
    38
    
    
    $
    11,186,000
    
    
    
    36
    
    
    $
    10,549,000
    
    
    
    2
    
    
    $
    637,000Cayo Costa/Moon Lakes
    
    
    2
    
    
    $
    726,000
    
    
    
    2
    
    
    $
    726,000
    
    
    
    0
    
    
    $
    Shadow Moss
    
    
    7
    
    
    $
    977,000
    
    
    
    7
    
    
    $
    977,000
    
    
    
    0
    
    
    $
    Miramar at Lakewood Ranch
    
    
    44
    
    
    $
    12,759,000
    
    
    
    38
    
    
    $
    10,881,000
    
    
    
    6
    
    
    $
    1,878,000The Moorings at
Lakewood Ranch
    
    
    64
    
    
    $
    23,707,000
    
    
    
    57
    
    
    $
    21,623,000
    
    
    
    7
    
    
    $
    2,084,000TOTAL
    
    
    225
    
    
    $
    65,364,000
    
    
    
    210
    
    
    $
    60,765,000
    
    
    
    15
    
    
    
    4,599,000
 12




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##### Table of Contents



Factors Affecting Future Operating Results:

The following important factors, among others, could cause actual results
to differ materially from those contained in forward-looking statements made in
this report or presented elsewhere by management from time to time.

Operating Results

We
generated a net income of
$2,509,033 for the year ended March 31, 2004. We will need to generate significant
revenues to maintain profitability, and although we have significant sales contracts
in house, there is no assurance we
will be able to complete the construction of these homes timely.
There is no assurance that we can sustain or
increase profitability on a quarterly or annual basis in the future. If
revenues grow more slowly than we anticipate, or if operating expenses exceed
our expectations or cannot be adjusted accordingly, our business, results of
operations and financial condition will be adversely affected.

Quarterly Financial Results

Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors. Certain months or quarters have
historically experienced a greater volume of home and lot sales. As a result, we believe that quarter-to-quarter comparisons of our
operating results are not a good indication of our future performance. It is
possible that in some future periods our operating results may be below the
expectations of investors. In this event, once our common stock is traded, the price of our common stock may
fall.

Outstanding Debt; Potential Adverse Effect of Indebtedness on Future Operations

As of
March 31, 2004, the outstanding indebtedness of the Company was
$44,771,885 and the Company had stockholders equity of
$3,073,493.
In addition, the Company may incur additional indebtedness in the future, some
of which may be secured. The Companys ability to make required debt service
payments in the future will be dependent on the Companys operating results,
which are subject to financial, economic and other factors affecting the
Company that are beyond its control. No assurance can be given that the
Company will be able to make required debt service payments.

The degree to which the Company is leveraged could have an adverse impact
on the Company, including (i) increased vulnerability to adverse general
economic and market conditions, (ii) impaired ability to expand and to respond
to increased competition, (iii) impaired ability to obtain additional financing
for future working capital, capital expenditures, general corporate or other
purposes and (iv) requiring that a significant portion of cash provided by
operating activities be used for the payment of debt obligations, thereby
reducing funds available for operations and future business opportunities.

General Real Estate, Economic, Interest Rates and other Conditions

The homebuilding industry is cyclical and affected by changes in general
and local economic and other conditions including employment levels,
demographic considerations, availability of financing, interest rate levels,
consumer confidence and housing demand. In addition, homebuilders are subject
to various risks, many of them outside the control of the homebuilder,
including competitive overbuilding, availability and cost of building lots,
materials and labor, adverse weather conditions which can cause delays in
construction schedules, cost overruns, changes in government regulations and
increases in real estate taxes and other local government fees. The Company
cannot predict whether interest rates will be at levels attractive to
prospective homebuyers. If interest rates increase, and in particular mortgage
interest rates, the Companys business could be adversely affected.

Geographic Concentration

Presently, the Companys development, construction and marketing
activities are concentrated primarily in a five county area comprised of
Sarasota, Manatee, Collier, Pasco & Hillsborough counties,
Florida, and more recently on the east coast of Florida. As of the
date of this report, Companys management believes that those
areas are
experiencing reasonably strong demand for single family homes such as those
being marketed and which will be marketed by the Company. Market demand for
residential housing can fluctuate considerably as a result of local economic
conditions, and factors such as unemployment levels in the market area,
increase in interest rates, particularly mortgage interest rates, increases in
costs of building lots, materials and labor, competitive overbuilding, changes
in government regulations and adverse weather conditions may adversely affect
such demand. No assurance can be given that adverse factors affecting such
demand will not develop in the future which materially and adversely affect the
Companys business and results of operations.

Reliance Upon Key Personnel

The success of the Company will depend upon the personal efforts and
abilities of the senior management of the Company. The Companys ability to
operate successfully and manage its potential growth depends on its ability to
attract and retain highly qualified technical, managerial, sales, marketing and
financial personnel. The Company faces competition for qualified personnel in
these areas, and the Company cannot be certain that it will be able to attract
and retain qualified personnel. The loss of key personnel, particularly Ron
Mustari, the Companys President, or the Companys inability to hire and retain
additional qualified personnel in the future could adversely affect its
business. The Companys key employees, including those with employment or
consulting agreements, may voluntarily terminate their employment with the
Company at any time.

Competition

The homebuilding industry is highly competitive and fragmented. The
Company competes in each of its markets with numerous national, regional and
local homebuilders, many of which have substantially greater financial,
managerial and other resources than those presently available to the Company.
Builders of new homes compete not only for homebuyers, but also for
desirable properties, raw materials, and skilled subcontractors. The
Company also competes for residential sales with individual sales of existing
homes and available rental housing. No assurance can be given that the Company
will be able to effectively compete on a continuing basis.

Regulation and Environmental Matters

The housing industry is subject to extensive and complex regulations. The
Company and its subcontractors must comply with various federal, state, and
local laws and regulations including zoning and density requirements, building,
environmental, advertising and consumer credit rules and regulations, as well
as other rules and regulations in connection with its homebuilding and sales
activities. These include requirements as to building materials to be used,
building designs and minimum elevation of properties. The Companys homes are
inspected by local authorities where required, and homes eligible for insurance
or guarantees provided by the FHA and VA, respectively, are subject to
inspection by the FHA or VA. The Company is also subject to a variety of
local, state and federal statutes, ordinances, rules and regulations concerning
protection of health and the environment (environmental laws). The
particular environmental laws which apply to any given homebuilding site vary
greatly according to the sites location, environmental condition, and present
and former uses. These regulations and environmental laws may result in
delays, may cause the Company to incur substantial compliance and other costs,
and can prohibit or severely restrict homebuilding activity in certain regions
or areas, which could have an adverse effect on the Companys business and
results of operations.

Acceptance by Market

The Company typically positions itself in a niche where volume
homebuilders and local custom homebuilders do not compete. Selection of homes
offered have more amenities and greater design flexibility than homes offered
by volume builders, at prices that are generally more affordable than those
charged by local custom builders. The Company generally offers between five
and ten home designs that it believes will appeal to local homebuyers at each
of its subdivisions, but is prepared to offer additional building plans and
options that may be more suitable or desirable to homebuyers. The Company
believes that its ability to cater to the design tastes and desires of the
prospective homebuyer at competitive prices, even at the entry-level,
distinguishes it from many of its competitors. However, the Company cannot be
certain it will be able to develop an effective sales force with the requisite
knowledge and skill to fully exploit the sales potential of its products and
services. Furthermore, the Company cannot guarantee that its sales force will
be able to successfully promote market acceptance of and create demand for the
Companys products and services.

Related Party Transactions and Possible Conflicts of Interest

Current and former officers, directors, and principal stockholders of the
Company, including Ron Mustari, a director and president of the Company, have
directly or indirectly entered into various transactions with the Company. See
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. A majority of the Board of
Directors consists of persons who are either executive officers, principal stockholders or both. Thus,
there exists the potential for conflicts of interest in transactions between
the Company and such persons or entities in which they have an interest. The
Company will attempt to insure that any such transactions are entered into on
terms no less favorable than could be obtained in transactions with unrelated
third parties.




ITEM 7. FINANCIAL STATEMENTS.

The Companys
consolidated financial statements and the Report of
Independent Registered Public Accounting Firm, with respect thereto, referred to in the Index
to Financial Statements, appear elsewhere in this Form 10-KSB.






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

Not applicable.




ITEM 8A. CONTROLS AND PROCEDURES.

As of
the end of the period covered by this annual report on Form 10-KSB,
we carried out an evaluation, under the supervision and with the participation of our
principal executive officer and principal
financial officer, of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15(b). Based upon that evaluation, our principal executive
officer and principal financial officer concluded that our
disclosure controls and procedures are effective in timely alerting
them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic
SEC filings. There were no significant changes in our internal
controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.




PART III






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

13



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##### Table of Contents



THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY ARE AS FOLLOWS:

|               |  |  |    |  |  |                                                
|-------------- |  |  | -- |  |  | -----------------------------------------------
|Ronald Mustari |  |  | 61 |  |  | President, Chief Executive Officer and Director
|Joanne Mustari |  |  | 57 |  |  | Secretary                                      
|Jerry Andrews  |  |  | 61 |  |  | Executive Vice President and Director          
|Kay Carter     |  |  | 44 |  |  | Chief Financial Officer                        
|Al Trellis     |  |  | 56 |  |  | Director                                       

Ronald and Joanne Mustari are husband and wife and may be considered as control
persons of the Company. The Company has not entered into any employment
agreements with any of its executive officers.

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

RONALD MUSTARI began his career in the construction industry in 1962 as a
construction administrator for Liberty Builders, a large home remodeling
contractor located in the Chicago, Illinois area. At the time of his departure
from such company in 1968, Mr. Mustari held the position of General Manager of
Liberty Builders. In 1968 Mr. Mustari formed his own company, Trend Homes, a
home builder constructing medium priced residential dwelling units in Elmhurst,
Villa Park and Lombard, Illinois. Mr. Mustari sold Trend Homes in 1972 and
relocated to South Carolina where he formed Colonial Builders which engaged in
the construction of new residential dwelling units suitable for low income
families who receive financial aid in the purchase of residences from the
United States government. Colonial Homes constructed over 1,000 residential
dwelling units under these government programs. In 1976 Mr. Mustari returned to
Chicago, Illinois where he formed Trend Properties, which specialized in the
conversion of apartment buildings to condominium form, as well as the
renovation of older residential properties. Since moving to Florida in 1985,
Mr. Mustari has been active as the Chief Executive Officer or Managing Partner
of the Companys predecessors.

JOANNE MUSTARI is the wife of Ronald Mustari and is active in the
Companys business. She has served as an officer of Whitehall since its
inception. Prior to joining Whitehall, Mrs. Mustari was an internal auditor
with IBM Corporation for 18 years.

JERRY ANDREWS was a principal with Kutmor International, Inc., an
international marketing and consulting company, from 1990 to 1994. As a principal with Kutmor International, Inc., Mr. Andrews
responsibilities varied from sales management to developing major
entrepreneurial projects for both established companies and start up groups.
Prior to joining Kutmor International, Inc., Mr. Andrews served as the
President of ADS Manufacturing in Milwaukee, Wisconsin, a manufacturer of power
transmission components, from 1982 to 1990. Prior to joining ADS
Manufacturing, Mr. Andrews was a sales manager with Tenneco Corporation in
Houston, Texas. Mr. Andrews earned a Bachelors of Science in Business
Administration from Marquette University, in Milwaukee, Wisconsin.

KAY CARTER held the position of Vice President of Finance and Controller with
Comdial Corporation in Sarasota, Florida and Charlottesville, Virginia prior to
joining the Company. At Comdial Corporation, Ms. Carter was responsible for
accounts receivable, collections, invoicing, accounts payable, inventory,
payroll, human resources, banking, taxes, and accounting information systems.
Ms. Carter was formerly Executive Vice President and Controller for Key Voice
Technologies, Inc. in Sarasota, Florida. Ms. Carter began with Key Voice
Technologies in 1995 where she established all financial and accounting systems
for an emerging telecommunications and voice processing software business. She
was responsible for accounts receivable, collections, invoicing, accounts
payable, inventory, payroll, human resources, banking, taxes, and accounting
information systems. Subsequent to the acquisition of Key Voice Technologies
as a wholly owned subsidiary of Comdial Corporation, Ms. Carter remained as an
officer of the corporation responsible for administration, accounting, finance,
and human resources.

For almost ten years prior to her affiliation with Key Voice Technologies, Ms.
Carter was a consultant with the Special Services Group of Ernst & Young. Ms.
Carter served with the consulting group based in New Orleans, Louisiana, and
was responsible for providing services for Ernst & Young clients throughout the
Southeast United States. Ms. Carter earned a Bachelor of Arts degree magna cum
laudefrom Tulane University, New Orleans Louisiana, in 1981. She earned a
Masters of Business Administration in Accounting and Finance from the A.B.
Freeman School of Business, Tulane University, in 1986 where she was elected to
Beta Gamma Sigma National Business honorary and Beta Alpha Psi National
Accounting honorary. Since May 1986, she has been a Certified Public
Accountant.

AL TRELLIS has 25 years of experience as a custom homebuilder and
consultant for the home building industry. He is the author of many books on
residential construction, including his most recent book, Building with
Attitude. He is a contributing editor to BUILDER and Custom Home Magazines,
and wrote the monthly column Ask AL. He was a member of the NAHB Custom
Builder Committee for six years, helping to create the Custom Builder
Symposium, and chaired the symposium for its first five years. In 1991, Mr.
Trellis founded and is currently the President of Home Builders Network, which
provides education and consulting services for homebuilders and the housing
industry.

14



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##### Table of Contents



KEY EMPLOYEES OF THE COMPANY

DANIEL
LUCAS, age 43, has been employed by the Company for approximately 11
years as a new home sales representative, project sales manager, and Vice
President, New Home Sales. In his present capacity as Gulf Coast Regional
President, Mr. Lucas is responsible for sales, construction, planning and sales
budgeting for all of the Companys developments in the Gulf Coast Region. In
this capacity, Mr. Lucas hires, trains and supervises the sales staff utilized
by the Company in its various developments. Mr. Lucas also provides
recommendations to the Company with respect to residential unit redesign (with
a view to enhancing buyer acceptance) and is responsible for new home quality
control as well as the sponsorship of homeowner association matters.

LYNN
PEPKOWSKI, age 40, is going into her 20th year as an executive in the home
building industry and has held positions in construction administration,
purchasing, and personnel management with some of the most successful builders
in the Gulf Coast area. Ms. Pepkowski is currently the Director of Operations
and is responsible for the day-to-day operations of the construction department
which includes customer liaisons, design centers, sales support, purchasing,
permitting, and construction management. She is on the Board of Directors of
the Sarasota County Home Builders Association as Membership Chair and is
actively involved in its endeavors to promote the home building industry.

CONSULTING AGREEMENTS

The Company and Andrews & Associates, Inc. (Andrews) entered into a
consulting agreement dated February 15, 1999 pursuant to which Andrews receives
a consulting fee of $115,000 per annum. As additional compensation for
assisting in the combination of Whitehall, Andrews received 1,000,000 shares of
the Companys Common Stock. Such shares were valued at the fair value of the
combined company. The consulting agreement is for a five year term commencing
on or about June 24, 1999, and may be renewed, at the option of Andrews, for an
additional three years. The Company has agreed, if requested by Andrews at any
time during the term of the consulting agreement, to employ J.S. Andrews (the
father of Messrs. Patrick, Gregory and Jerome Andrews who are officers,
directors and principal shareholders of Andrews) as executive vice president of
the Company pursuant to an employment agreement under which Mr. Andrews would
receive an annual salary of $115,000, a $500 monthly automobile allowance and
the right to participate in the Companys health and employee benefit plans.
The employment agreement, if entered into, would be for a term coterminous with
the remaining term of the consulting agreement and the consulting agreement
would thereupon terminate. Andrews presently provides consulting services to
the Company in the areas of sales and marketing, land acquisition, land
development and finance. See Certain Relationships and Related Transactions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys directors, executive officers and persons who own more than 10% of a
registered class of the Companys equity securities, to file with the
Securities and Exchange Commission (the SEC) initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Officers, directors and greater than ten-percent beneficial owners
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) reports they file.

Based solely upon review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that there was compliance for the fiscal year ended March 31,
2004 with all Section 16(a) filing requirements applicable to the Companys
officers, directors and greater than 10% beneficial owners.

CODE OF ETHICS
     We have adopted a Code of Ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller or persons
performing similar functions. A copy of our Code of Ethics will be furnished, without
charge, to any person who requests such copy by writing the Secretary, Whitehall
Limited, Inc., 290 Coconut Avenue, Sarasota, Florida 34236.

COMMITTEES

The Company does not have a separately-designated standing audit
committee established in accordance with section 3(a)(58)(A) of the
Securities Exchange Act of 1934, or a committee performing similar
functions. The entire board of directors is acting as the
Companys audit committee. There is no independent
financial expert serving on the Companys board of
directors. In addition, the Company does not have any standing
nomination committee or standing compensation committee.




ITEM 10. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information regarding
compensation paid to the Companys President and Chief Executive Officer during
the fiscal years ended March 31, 2004, 2003 and 2002. Except as listed in the
table below, no executive officer received total annual salary and bonus in
excess of $100,000. No officer listed in the table below has been awarded any
stock options, stock appreciation rights or other long term or incentive
compensation.

15



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##### Table of Contents



ANNUAL COMPENSATION

|                            |  |             |      |        |  |       |         |        |  |  |         |     |  |         |     | 
|--------------------------- |  | ----------- | ---- | ------ |  | ----- | ------- | ------ |  |  | ------- | --- |  | ------- | --- | 
|                            |  |             |      |        |  |       |         |        |  |  |         |     |  | Other  
|                            |  |             |      |        |  |       |         |        |  |  |         |     |  | Annual 
|                            |  |             |      |        |  |       |         |        |  |  |         |     |  | Compen-
|Name And Principal Position |  | Fiscal Year |      | Salary |  | Bonus |         | sation
|                            |  |             |      |        |  |       |         |       
|                            |  |             | 2004 |        |  | $     | 140,000 |        |  |  | -0-     |     |  |         | -0- | 
|Ronald Mustari, President   |  |             | 2003 |        |  | $     | 140,000 |        |  |  | $29,250 | (1) |  |         | -0- | 
|and Chief Executive Officer |  |             | 2002 |        |  | $     | 140,000 |        |  |  | -0-     |     |  |         | -0- | 



---

|(1) |  | Consists of 225,000 shares
valued by the Company at $.13 per share which were issued to
Mr. Mustari and his wife as a bonus.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------

DIRECTOR COMPENSATION

The Company does not currently compensate its directors.

EMPLOYEE STOCK BONUS PLAN

The Company adopted an employee stock bonus plan effective June 14, 2000
pursuant to which each of the Companys employees will receive up to a total of
2,500 shares as a bonus upon completion of 24 months of service with the
Company. A total of 142,000 shares had been issued under the stock bonus plan as
of March 31, 2004. The stock bonus plan has not been approved by the
Companys stockholders. In addition, during December, 2002, the
Company issued 967,500 shares to certain of its employees as a
bonus.




ITEM 11. STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of March 31,
2004, there were 14,182,977 shares of the Companys Common
Stock outstanding. The following table sets forth certain information with
respect to beneficial ownership of the Companys outstanding Common Stock as of
March 31, 2004 by (i) each person or group known by the Company to be the
beneficial owner of more than 5% of the Common Stock, (ii) each executive
officer and director of the Company, and (iii) all executive officers and
directors of the Company as a group.

|                                                                  |  |              |            |            |  |  |      |  
|----------------------------------------------------------------- |  | ------------ | ---------- | ---------- |  |  | ---- | -
|                                                                  |  | NUMBER OF    |            |            |  | 
|                                                                  |  | SHARES       |            | PERCENTAGE
|NAME AND ADDRESS                                                  |  | BENEFICIALLY |            | OF        
|OF BENEFICIAL OWNER                                               |  | OWNED        |            | CLASS     
|                                                                  |  |              |            |           
|Ronald and Joanne Mustari                                         |  |              | 8,555,160  |            |  |  | 60.3 | %
|467 Walls Way
Osprey, FL 38229                                    |  |              |            |            |  |  |      |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Kay Carter
290 Cocoanut Avenue
Sarasota, Florida 34236            |  |              | 150,000    |            |  |  | 1.1  | %
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Al Trellis
205 East Ridgeville Blvd., Ste. CMt. Airy, MD. 21771   |  |              | 77,500     | (2)        |  |  | 0.5  | %
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Andrews and Associates, Inc.
7669 Fairway WoodsSarasota, FL 34236 |  |              | 1,321,011  | (1)        |  |  | 9.3  | %
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|All executive officers and directors as a group (5 persons)       |  |              | 10,103,671 |            |  |  | 71.2 | %



---

|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                        
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Includes 250,000 shares held by each of Patrick J. Andrews, Gregory M.
Andrews and Jerome S. Andrews, Jr. (a total of 750,000 shares) who are
brothers and who are officers, directors and principal shareholders of
Andrews and Associates, Inc. Messrs. Patrick, Gregory and Jerome
Andrews are the sons of Jerry Andrews, an officer and director of the
Company.
|   
|   
|   
|   
|(2) |  | Includes 77,500 shares owned by Home Builders Network of which Mr.
Trellis is President.                                                                                                                                                                                                                                                                            




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On February 15, 1999, Ronald Mustari entered into a consulting agreement
with Andrews & Associates, Inc. (Andrews), a residential real estate
development consulting firm, pursuant to which, among other things, Andrews
agreed to obtain voting control of the Company in order to facilitate a
subsequent business combination with Whitehall. Andrews agreed that upon
consummation of the business combination, Andrews would transfer to Mr. Mustari
or Whitehall 50% of the shares of the Companys Common Stock

16



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##### Table of Contents



acquired by Andrews from certain shareholders of the Company, and Mr.
Mustari agreed to cause Whitehall to become obligated to pay 50% of the $75,000
promissory note of Andrews delivered as payment for a portion of the shares
purchased from such selling shareholders. The consulting agreement further
provided that upon consummation of such business combination, the Company would
engage Andrews to perform consulting services pursuant to a five year
consulting agreement, the terms of which are described below. In an addendum to
the consulting agreement dated June 30, 1999, the Company agreed to be bound by
the terms of the consulting agreement with Andrews described below, and also
agreed to issue 1,000,000 shares of Common Stock to Andrews as payment for
assisting in the combination of Whitehall. Gregory M. Andrews, an officer,
director and principal shareholder of Andrews, served as a director and vice
president, treasurer and secretary of the Company from May 21, 1999 through the
date of consummation of the acquisition of Whitehall.

Prior to the Companys acquisition of Whitehall, Andrews entered into an
agreement dated February 18, 1999 with several of the Companys shareholders
(the Andrews Stock Purchase Agreement) pursuant to which Andrews agreed to
purchase a total of 763,333 shares of the Companys Common Stock (approximately
32% of the outstanding shares) for $100,000, payable $25,000 in cash and
$75,000 in promissory notes, and the selling shareholders agreed to sell such
shares and to deliver proxies to Andrews to vote a majority of the Companys
outstanding shares. Upon consummation of the Andrews Stock Purchase Agreement
on or about May 1, 1999, 190,833 of the shares were transferred to Andrews and
stock certificates registered in the names of the selling shareholders for
572,500 shares were deposited into an escrow account and held pursuant to the
terms of an escrow agreement. The escrow agreement provided that as monthly
installment payments on the promissory notes were received by the escrow agent,
a pro rata portion of the escrowed shares would be released and transferred to
Andrews. The selling shareholders granted proxies to Andrews to vote the
escrowed shares and delivered proxies to vote a sufficient number of additional
shares owned by other shareholders so that Andrews obtained voting rights to a
majority of the Companys outstanding shares. Gregory M. Andrews, an officer,
director and principal shareholder of Andrews, was also serving as a director
and vice president, treasurer and secretary of the Company at the time of the
transaction. As of December 31, 2000, a total of 190,833 of the escrowed shares
had been released and transferred to Andrews or its assignees, and the
remaining escrowed shares had been released and returned to the selling
shareholders as a result of an alleged default under the promissory notes
delivered as payment for the escrowed shares. It is the view of the staff of
the Commission, as expressed in a letter to Ken Worm, Assistant Director, OTC
Compliance Unit, NASD Regulation, Inc., dated January 21, 2000, that a
controlling shareholder of a blank check company, as well as its affiliates and
transferees, are underwriters of the shares acquired by them, and that such
shares can only be resold through registration under the Securities Act of
1933.

On or about June 17, 1999, Whitehall, of which Ronald and Joanne Mustari
were the sole shareholders, consummated an agreement with nine affiliated
companies (collectively  Whitehall Homes) wholly owned by Mr. and Mrs.
Mustari (the Asset Purchase Agreement), pursuant to which Whitehall purchased
all of the assets of Whitehall Homes in exchange for a promissory note in the
amount of $2,500,000 which was payable to Whitehall Homes and subsequently
assigned to Mr. and Mrs. Mustari. Whitehall Homes had been in the business of
building residential homes in the Florida counties of Sarasota, Manatee,
Collier, Pasco and Hillsborough since 1985. This promissory note was
subsequently assumed by the Company in accordance with the terms of the
agreement pursuant to which Whitehall was acquired by the Company. Thereafter,
as a result of a purchase price adjustment relating to the underlying value
($1,180,104) of an affiliated company which was ultimately excluded from the
transaction, the Mustaris agreed to replace the original $2,500,000 promissory
note with a new promissory note in the principal amount of $1,319,196 which
bears interest at the rate of 7% per annum and is due and payable on June 30,
2006. The aforementioned transaction for accounting purposes was recorded as a
distribution to the principal stockholder and the assets were valued at their
historical cost basis. As of March 29, 2001, the promissory note was paid in
full by a combination of cash, transfer of marketable securities valued at
$168,064 and issuance of 2,061,946 shares of the Companys convertible
preferred stock valued at $618,585. In January, 2002, the Mustaris agreed to
convert their preferred stock into 4,123,892 shares of Common Stock.

On or about June 24, 1999, the Company consummated an agreement with
Whitehall and its sole shareholders, Ronald and Joanne Mustari, dated June 17,
1999 (the Exchange Agreement) pursuant to which the Company acquired all of
the outstanding stock of Whitehall from Mr. and Mrs. Mustari in exchange for
4,608,268 shares of the Companys Common Stock constituting approximately 52%
of the Companys then outstanding Common Stock. In connection with the
transaction, Mr. Mustari was elected as President, Chief Executive Officer and
a member of the Board of Directors of the Company, and Mrs. Mustari was elected
as Treasurer and Chief Financial Officer of the Company. In addition, the
Company assumed the $2,500,000 (subsequently adjusted to $1,319,196) promissory
note of Whitehall payable to Mr. And Mrs. Mustari.

17



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##### Table of Contents



The Company entered into a consulting agreement dated June 16, 1999 with
Robert Ground, Charles Broun and Seymour Cassel pursuant to which the Company
agreed to issue to Messrs. Ground, Broun and Cassel, 100,000 shares, 100,000
shares and 150,000 shares of the Companys Common Stock, respectively, as
payment of fees for consulting services rendered. In addition, the Company
agreed to pay each of such consultants a consulting fee at the rate of $26,000
per year, and to reimburse them for travel and telephone expenses. The
agreement was for an initial term of seven months commencing June 1, 1999, and
was terminated on March 1, 2000. Robert Ground was a director of the Company at
the time the Company entered into the consulting agreement and issued the
shares.

On or about June 25, 1999, the Company issued a total of 500,165 shares of
Common Stock to Gina Golich, Donna Hill, J.R. Mustari and Joanne Marsell who
are the adult children and the grandchildren of Mr. and Mrs. Mustari. These
shares were issued at the request and direction of Mr. and Mrs. Mustari for
services rendered by them to the Company and/or as additional consideration for
the transfer of their shares of Whitehall to the Company pursuant to the
Exchange Agreement.

As
of March 31, 2004, a Company related to Ronald Mustari advanced the Company
approximately $701,000 for working capital purposes. These advances are due on
demand and bear interest at 12% payable monthly.

During the years
ended March 31, 2004 and 2003, the Company incurred construction
costs of approximately $1,540,000 and $472,000, respectively, from a
company related to Ronald Mustari.




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



|(a) |  | Financial Statements. The following documents are filed as part of
this report:                       
|--- |  | ------------------------------------------------------------------------------------------------------
|   
|    |  | Report of Independent Registered
Public Accounting Firm                                               
|   
|    |  | Consolidated Balance Sheet as of
March 31, 2004                                                       
|   
|    |  | Consolidated Statements of
Operations for the years ended March 31, 2004
and 2003                     
|   
|    |  | Consolidated Statements of Changes
to Stockholders Equity for the years
ended March 31, 2004 and 2003
|   
|    |  | Consolidated Statements of Cash
Flows for the years ended March 31, 2004
and 2003                     
|   
|    |  | Notes to Consolidated Financial Statements                                                            
|   
|(b) |  | Reports of Form 8-K:                                                                                  
|   
|    |  | No reports on Form 8-K were filed by the Registrant.                                                  




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES.

During the last two
fiscal years, our Independent Registered Public Accounting Firm, J.H.
Cohn, LLP has provided
 the services and billed the fees described below.

Audit Fees

The aggregate fees billed for each of the last two fiscal
years for professional services rendered by our Independent
Registered Public Accounting Firm for the audit of our annual
financial statements and review of unaudited financial statements included in our Form 10-QSBs
are approximately $56,000 and $55,000 for the years ended March 31, 2004 and 2003, respectively.

Audit Related Fees

The aggregate fees billed for audit
related services by our Independent Registered Public Accounting Firm
for the year ended March 31, 2004 was approximately $4,000.
There were no such fees billed for the year ended March 31, 2003.

Tax Fees

There were no such fees billed by our
Independent Registered Public Accounting Firm for tax services during the years ended March 31, 2004 and 2003.

All Other Fees

There were no other fees billed by our
Independent Registered Public Accounting Firm during the years ended
March 31, 2004 and 2003.

18



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##### Table of Contents





|(c) |  | Exhibits:
|--- |  | ---------

|        |  |                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                                
|NUMBER  |  | DESCRIPTION OF EXHIBIT                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                
|3.1     |  | Articles of Incorporation of the Registrant*                                                                                                                                                                                                                                                                   
|3.2     |  | Bylaws of the Registrant*                                                                                                                                                                                                                                                                                      
|3.3     |  | Articles of Amendment to Articles of Incorporation**                                                                                                                                                                                                                                                           
|3.4     |  | Articles of Amendment to Articles of Incorporation**                                                                                                                                                                                                                                                           
|10.1    |  | Consulting Agreement between the Registrant and Andrews & Associates, Inc. dated
January 15, 1999 and First Addendum thereto dated June 30, 1999*                                                                                                                                                              
|10.2    |  | Agreement Providing for the Exchange of Capital Stock by and between Cambridge
Universal Corporation, the holders of all of the outstanding voting Common Stock of
Whitehall Homes II, Inc. and Whitehall Homes II, Inc. dated as of June 17, 1999
(without Schedules or Exhibits) with First Addendum thereto*
|10.3    |  | Consulting Agreement between the Registrant and LSC Associates LLC dated June 20, 2001.*                                                                                                                                                                                                                       
|10.4    |  | Limited Partnership Agreement dated January, 2001 between Whitehall Homes at Edgewater
Moorings, Inc. and Edgewater One LLC**                                                                                                                                                                                  
|10.5    |  | Limited Partnership Agreement dated
March 12, 2003 between Whitehall Homes at Miramar, Inc. and
Miramar Investment Group One, LLC.***                                                                                                                                                                          
|10.6    |  | Limited Partnership Agreement dated November, 2003 between Whitehall
Homes at World Golf, Inc. and World Golf Investment Group One, LLC.                                                                                                                                                                       
|10.7    |  | Limited Partnership Agreement dated
January 7, 2004 between Whitehall Homes at Grand Haven, Inc. and
Grand Haven Investment Group One, LLC.                                                                                                                                                                    
|21.1    |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                 
|31.1    |  | Certification of President and Chief Executive Officer                                                                                                                                                                                                                                                         
|31.2    |  | Certification of Chief Financial Officer                                                                                                                                                                                                                                                                       
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                               
|32.2    |  | Certification pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                               



---

|*   |  | Incorporated by reference to Registrants Form 10-SB, as amended.                           
|--- |  | --------------------------------------------------------------------------------------------
|**  |  | Incorporated by reference to
Registrants Form 10-KSB for fiscal year ended
March 31, 2003. 
|*** |  | Incorporated by reference to
Registrants Form 10-KSB, for fiscal year ended march 31,
2003.

19



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##### Table of Contents






SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized on June 18, 2004.

| |                                                      |                   
| | ---------------------------------------------------- | ------------------
| | WHITEHALL LIMITED, INC.                             
|
| | By                                                   | /s/ Ronald Mustari
| |                                                     
| | Ronald Mustari
President and Chief Executive Officer

In accordance with Section 13 or 15(d) of the Exchange Act, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

|                                   |  |                                                          |  |              
|---------------------------------- |  | -------------------------------------------------------- |  | -------------
|Signature                          |  | Title                                                    |  | Date         
|                                   |  |                                                          |  |              
|/s/   Ronald MustariRonald Mustari |  | President, Chief Executive Officer and Director          |  | June 18, 2004
|                                  
|/s/   Kay CarterKay Carter         |  | Chief Financial Officer and Principal
Accounting Officer |  | June 18, 2004
|                                  
|/s/   Jerry AndrewsJerry Andrews   |  | Director                                                 |  | June 18, 2004
|                                  
|/s/   Al TrellisAl Trellis         |  | Director                                                 |  | June 18, 2004

20



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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES I N D E X PAGEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    F-2CONSOLIDATED BALANCE SHEET MARCH 31, 2004
    
    F-3CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED MARCH 31, 2004 AND 2003
    
    F-4CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY YEARS ENDED MARCH 31, 2004 AND 2003
    
    F-5CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED MARCH 31, 2004 AND 2003
    
    F-6NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
    F-7/17
 * * * F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders
Whitehall Limited, Inc. We have audited the accompanying consolidated balance sheet of WHITEHALL
LIMITED, INC. AND SUBSIDIARIES as of March 31, 2004, and the related
consolidated statements of operations, changes in stockholders equity and cash
flows for the years ended March 31, 2004 and 2003. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall 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 Limited,
Inc. and Subsidiaries as of March 31, 2004, and their results of operations and
cash flows for the years ended March 31, 2004 and 2003, in conformity with
accounting principles generally accepted in the United States of America. /s/  J.H. Cohn
LLP Roseland, New Jersey
May 7, 2004 F-2




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONSOLIDATED BALANCE SHEET  ASSETSCash and cash equivalents
    
    $
    1,905,680Inventories
    
    
    48,613,995Property and equipment, net
    
    
    430,181Other assets
    
    
    544,178Total
    
    $
    51,494,034LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Mortgages and notes payable
    
    $
    30,547,694Notes
payable - related party
    
    
    700,854Accounts payable and accrued expenses
    
    
    7,603,278Customer deposits and advances
    
    
    5,920,059Total liabilities
    
    
    44,771,885Interest of joint venture partners
    
    
    3,648,656Commitments and contingenciesStockholders equity:Preferred stock:Series A, $.10 par value; 100,000,000 shares authorized; none issued
    
    
    Series B, $.10 par value; 2,500,000 shares authorized; none issued
    
    
    Common stock, $.10 par value; 500,000,000 shares authorized;
14,182,977 shares issued and outstanding
    
    
    1,418,298Additional paid-in capital
    
    
    (278,539
    )Retained earnings
    
    
    1,933,734Total stockholders equity
    
    
    3,073,493Total
    
    $
    51,494,034
 See Notes to Consolidated Financial Statements F-3




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF INCOME  2004
    
    2003Revenue:Home and lot sales
    
    $
    43,201,642
    
    
    $
    13,770,506Other
    
    
    64,759
    
    
    
    78,120Totals
    
    
    43,266,401
    
    
    
    13,848,626Costs and expenses:Cost of sales
    
    
    33,278,852
    
    
    
    11,914,627Selling
    
    
    3,804,934
    
    
    
    1,547,540General and administrative
    
    
    1,666,190
    
    
    
    1,579,515Interest
    
    
    188,350
    
    
    
    184,310Totals
    
    
    38,938,326
    
    
    
    15,225,992Income (loss) from operations
    
    
    4,328,075
    
    
    
    (1,377,366
    )(Income) loss applicable to interest of joint venture partners
    
    
    (264,242
    )
    
    
    161,049Income (loss) before income taxes
    
    
    4,063,833
    
    
    
    (1,216,317
    )Provision for income taxes
    
    
    1,554,800
    
    
    
    (450,000
    )Net income (loss)
    
    $
    2,509,033
    
    
    $
    (766,317
    )Basic earnings (loss) per share
    
    $
    .18
    
    
    $
    (.06
    )Basic weighted average shares outstanding
    
    
    14,264,552
    
    
    
    13,600,750
 See Notes to Consolidated Financial Statements F-4




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY  Series A
    
    
    
    
    
    
    
    
    
    
    
    
    
    RetainedPreferred Stock
    
    Common Stock
    
    Additional
    
    EarningsPaid-in
    
    (AccumulatedShares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Deficit)
    
    TotalBalance, April 1, 2002
    
    
    
    
    
    $
    
    
    
    
    13,308,312
    
    
    $
    1,330,831
    
    
    $
    (337,062
    )
    
    $
    191,018
    
    
    $
    1,184,787Issuance of common
stock as payment for
compensation
    
    
    
    
    
    
    
    
    
    
    976,500
    
    
    
    97,650
    
    
    
    29,295
    
    
    
    
    

    
    
    126,945Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (766,317
    )
    
    
    (766,317
    )Balance, March 31, 2003
    
    
    
    
    
    
    
    
    
    
    14,284,812
    
    
    
    1,428,481
    
    
    
    (307,767
    )
    
    
    (575,299
    )
    
    
    545,415Issuance of common
stock as payment for
compensation
    
    
    
    
    
    
    
    
    
    
    111,000
    
    
    
    11,100
    
    
    
    14,330
    
    
    
    
    
    
    
    25,430Stock repurchased
and retired
    
    
    
    
    
    
    
    
    
    
    (212,835
    )
    
    
    (21,283
    )
    
    
    14,898
    
    
    
    
    
    
    
    (6,385
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,509,033
    
    
    
    2,509,033Balance, March 31, 2004
    
    
    
    
    
    $
    
    
    
    
    14,182,977
    
    
    $
    1,418,298
    
    
    $
    (278,539
    )
    
    $
    1,933,734
    
    
    $
    3,073,493
 See Notes to Consolidated Financial Statements F-5




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  2004
    
    2003Operating activities:Net income (loss)
    
    $
    2,509,033
    
    
    $
    (766,317
    )Adjustments to reconcile net income (loss) to net cash
used in operating activities:Depreciation
    
    
    40,960
    
    
    
    42,637Deferred income taxes
    
    
    
    
    
    
    (9,936
    )Cost of services paid through issuance of common stock
    
    
    25,430
    
    
    
    126,945Income (loss) applicable to interest of joint venture partners
    
    
    264,242
    
    
    
    (161,049
    )Gain on sale of equipment
    
    
    
    
    
    
    (12,615
    )Changes in operating assets and liabilities:Inventories
    
    
    (17,457,071
    )
    
    
    (12,302,064
    )Other assets
    
    
    (289,879
    )
    
    
    (114,636
    )Accounts payable and accrued expenses
    
    
    4,071,659
    
    
    
    1,556,978Customer deposits and advances
    
    
    4,218,087
    
    
    
    132,462Net cash used in operating activities
    
    
    (6,617,539
    )
    
    
    (11,507,595
    )Investing activities:Purchase of property and equipment
    
    
    (36,553
    )
    
    
    (62,223
    )Proceeds from sale of equipment
    
    
    
    
    
    
    32,235Net cash used in investing activities
    
    
    (36,553
    )
    
    
    (29,988
    )Financing activities:Capital contributed by joint venture partners
    
    
    2,005,856
    
    
    
    1,800,000Distribution to joint venture partners
    
    
    (2,624,995
    )Proceeds from mortgages and notes payable
    
    
    37,080,641
    
    
    
    18,008,042Repayments of mortgages and notes payable
    
    
    (30,327,882
    )
    
    
    (7,003,828
    )Proceeds from notes payable  related party
    
    
    813,886
    
    
    
    1,023,038Repayment of
notes payable - related party
    
    
    (1,135,070
    )
    
    
    (1,000
    )Repurchase and retirement of treasury stock
    
    
    (6,385
    )Net cash provided by financing activities
    
    
    5,806,051
    
    
    
    13,826,252Net increase (decrease) in cash and cash equivalents
    
    
    (848,041
    )
    
    
    2,288,669Cash and cash equivalents, beginning of year
    
    
    2,753,721
    
    
    
    465,052Cash and cash equivalents, end of year
    
    $
    1,905,680
    
    
    $
    2,753,721Supplemental disclosure of cash flow data:Interest paid, net of amount capitalized
    
    $
    188,350
    
    
    $
    184,599
 See Notes to Consolidated Financial Statements F-6




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Operations and summary of significant accounting policies:  Nature of operations:  Whitehall Limited, Inc. (Whitehall) was incorporated in Florida on
June 24, 1999. Whitehall and its wholly-owned subsidiaries,
collectively (the Company), were formed to develop land and
construct single family and/or multi-family housing. It is currently
conducting operations in the State of Florida on its west coast.  Principles of consolidation:  The consolidated financial statements include the accounts of
Whitehall, its wholly-owned subsidiaries and its investments in
controlled joint ventures. All significant inter-company accounts
have been eliminated in consolidation.  Use of estimates:  The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make certain estimates and
assumptions that affect certain reported amounts and disclosures.
Actual results could differ from those estimates.  Concentrations of credit risk:  Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents. Cash and cash equivalents includes all cash balances
and highly-liquid investments with a maturity of three months or
less when acquired. The Company places its temporary cash
investments with high credit quality financial institutions. At
times, the Companys cash and cash equivalents exceed the current
amount insured under the Federal Deposit Insurance Corporation of
$100,000. At March 31, 2004, the Company had cash and cash
equivalents balances that exceed Federally insured limits by
approximately $1,868,000.  Inventories:  Inventories are stated at cost (determined by the specific
identification method), which is not in excess of market value.  Capitalization of interest and other costs:  Interest cost incurred during construction is capitalized and
charged to operations as units are sold or placed in service. The
Company incurred interest cost of $2,607,217 and $1,422,469 of which
$2,418,867 and $1,237,870 were capitalized in 2004 and 2003,
respectively.  Real estate taxes related to land and residential housing in
progress are capitalized and charged to operations as the units are
sold. F-7




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Operations and summary of significant accounting policies (continued):  Revenue recognition:  Income from sales is recorded when title to the property is conveyed
to the buyer subject to the buyers financial commitment being
sufficient to provide economic substance to the transaction.  Project development costs:  All project costs are recorded on a specific job basis and the
properties are carried at the lower of carrying amount or fair value
less cost to sell. Project costs on real estate projects may be
direct or indirect. Direct costs that are related to the
acquisition, development and construction of a real estate project
are capitalized as project costs or allocated to several real estate
projects under development or construction on a reasonable basis.
Indirect costs on real estate projects, not under development or
construction, are expensed as incurred, including general and
administrative expenses.  Property and equipment:  Property and equipment is depreciated over the estimated useful
lives of the assets using the straight-line method. Expenditures for
maintenance, repairs, renewals and betterments, which do not
materially prolong useful lives of the assets, are charged to
operations as incurred. The cost of property retired or sold and the
related accumulated depreciation is removed from the accounts and
any gain or loss from sales is recorded in operations.  Impairment of long-lived assets:  The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of
(SFAS 121). Under SFAS 121, impairment losses on long-lived assets
are recognized when events or changes in circumstances indicate that
the undiscounted cash flows estimated to be generated by such assets
are less than their carrying value and, accordingly, all or a
portion of such carrying value may not be recoverable. Impairment
losses are then measured by comparing the fair value of assets to
their carrying amounts.  Advertising:  The Company expenses the cost of advertising and promotions as
incurred. Advertising costs charged to operations approximated
$247,000 and $210,000 in 2004 and 2003, respectively. The cost of
furnishing model units is capitalized and charged to operations as
units are sold. F-8




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Note 1
    - Operations and summary of significant accounting policies (concluded):  Stock options:  In accordance with the provisions of Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB
25), the Company will recognize compensation costs as a result of
the issuance of stock options and warrants based on the excess, if
any, of the fair value of the underlying stock at the date of grant
or award (or at an appropriate subsequent measurement date) over the
amount the employee must pay to acquire the stock. Therefore, the
Company is not required to recognize compensation expense as a
result of any grants of stock options and warrants at an exercise
price that is equivalent to or greater than fair value. The Company
will also make pro forma disclosures, as required by Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, of net income or loss as if a fair value based method
of accounting for stock options and warrants had been applied.  Income taxes:  The Company accounts for income taxes pursuant to the asset and
liability method which requires deferred income tax assets and
liabilities to be computed for temporary differences between the
financial statement and tax bases of assets and liabilities that
result in taxable or deductible amounts in the future based on
enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. The income tax
provision is the tax payable or refundable for the period plus or
minus the change during the period in deferred tax assets and
liabilities.  Net earnings (loss) per share:  The Company presents basic earnings (loss) per share and, if
applicable, diluted earnings per share pursuant to the provisions
of Statement of Financial Accounting Standards No. 128, Earnings
per Share. Basic earnings (loss) per share is calculated by
dividing net income or loss by weighted average number of shares
outstanding during each period. The calculation of diluted earnings
per share is similar to that of basic earnings (loss) per share,
except that the denominator is increased to include the number of
additional common shares, such as those issuable upon the exercise
of stock options and warrants, were issued during the period. Basic
and diluted earnings (loss) per share were the same in 2004 and 2003
since the Company had no dilutive securities during those years. F-9




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 2 - Inventories:  Inventories consist of the following at March 31, 2004: Land
    
    $
    25,609,918Development costs
    
    
    3,316,255Homes under construction
    
    
    19,687,822Total
    
    $
    48,613,995
 Note 3 - Property and equipment:  Property and equipment consist of the following at March 31, 2004: Range ofEstimatedUseful Lives
    
    AmountLand - office buildings, Sarasota, Florida
    
    
    
    
    
    $
    68,097Building
    
    10years
    
    
    269,551Equipment
    
    5years
    
    
    7,043Vehicles
    
    5years
    
    
    190,708535,399Less accumulated depreciation
    
    
    
    
    
    
    (105,218
    )Total
    
    
    
    
    
    $
    430,181
 F-10




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 - Mortgages and notes payable:  Mortgages and notes payable, principally all guaranteed by
the Company's major shareholder, consist of the following at March 31,
2004:  Land and land development loans collateralized by land and land
improvements prior to building activities: Whitehall Quality Homes at Edgewater Moorings
(Moorings) - interest at .75% over prime rate
    
    $
    4,549,806Whitehall Homes at Miramar, Ltd. (Miramar) - interest at 4.75%
    
    
    4,348,065Red Hawk Reserve LLC (Red Hawk) - interest at 5.00%
    
    
    7,717,591Whitehall Homes at World Golf, Ltd. (World Golf) -
interest at 4.25%
    
    
    1,016,044Whitehall Homes at Grand Haven, Ltd. (Grand Haven) -
interest at 4.25%
    
    
    1,689,786Moon Lake/Cayo Costa - interest at .75% over prime rate
    
    
    954,049Oaks - interest at .75% over prime rate
    
    
    300,000Heron Creek - interest at 7%
    
    
    38,810The Heathers at Lake Jovita - interest at 1% over prime rate
    
    
    144,734Waterchase - interest ranging from .75% to 1% over prime rate
    
    
    793,560Ancient Oaks - interest at .5% over prime rate
    
    
    156,854Shadowmoss - interest at 1% over prime rate
    
    
    571,500Construction loans - collateralized by specific homes under
construction, interest at .75% over prime to 7%: maximum
loans may not exceed $12,615,921 at March 31, 2004
    
    
    7,529,461Notes payable:Collateralized by a mortgage on land and buildings, interest
at 8.75% through March 26, 2006 at which time the rate will
be 3% over the weekly average yield on the five year
U.S. Treasury rate, as defined. The note is payable in monthly installments of $3,534
including interest and is due March 26, 2021
    
    
    374,155Collateralized by equipment and vehicles with interest
ranging from 0% to 10.5%, payable $3,224 per month
as of March 31, 2004
    
    
    141,279Collateralized by a second trust deed on lots payable
when sold with interest at 12% payable monthly, due
November 24, 2004
    
    
    47,000Collateralized by stock of the Company, interest at 7%
payable in monthly installments of $5,000 for 5 months
due August 31, 2004
    
    
    25,000Collateralized
by a mortgage on property, interest at 8.75%.
The note is payable in monthly installments of interest
only and is due October 16, 2004
    
    
    150,000Total
    
    $
    30,547,694
 F-11




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 - Mortgages and notes payable:  Mortgages and notes payable (concluded):  Principal payment requirements on mortgages and notes payable in
years subsequent to March 31, 2004 and thereafter are as follows: Years EndingMarch 31,
    
    Amount2005
    
    $
    12,561,3382006
    
    
    10,526,0362007
    
    
    40,2222008
    
    
    37,5542009
    
    
    7,067,961Thereafter
    
    
    314,583Total
    
    $
    30,547,694
  During the twelve months ended March 31, 2004, the Company received
notifications that it breached a financial covenant applicable to a
revolving construction loan in the amount of $3,500,000. On February
10, 2004, the lender waived the covenant violation until July 15,
2004, at which time, unless done earlier, the Company will be
required to place the outstanding balance of the line of credit with
another financial institution. As of March 31, 2004, the Company has initiated
the placement of the revolving construction loan with an
alternate institution. Note 5 - Joint ventures:  Moorings:  The Company entered into a Limited Partnership Agreement (the
Agreement) for the purpose of developing and selling the Moorings,
a 136 single-family condominium development. The Agreement required
the Company to contribute $1 to the joint venture and to act as the
general partner. The Company has the exclusive authority as to the
management and development of the project. During November 2001, the
Companys joint venture partner contributed $2,500,000 to the joint
venture. The Company s joint venture partner is the limited partner
and in return is entitled to receive a preferred profit distribution
up to a maximum return on its investment of $2,500,000. During the
year ended March 31, 2004, the Moorings recognized income of
$4,764,548, of which $296,446 was allocated to the Limited Partner.
During the year ended March 31, 2003, the Moorings recognized a loss
of $161,049, all of which was allocated to the Limited Partner.As a result of the aforementioned agreement, the Company was able to
obtain an acquisition and development (A&D Loan) loan in the
amount of $6,500,000 and an additional line of credit in the amount
of $4,000,000 that is being utilized to fund the initial development
costs of the joint venture project. Effective March 20, 2003, the
Agreement was amended to increase the A&D Loan to $7,250,000 and
increase the line of credit amount to $6,000,000. F-12




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5 - Joint ventures (continued):  Miramar:  On March 12, 2003, the Company entered into a limited partnership
agreement for the purpose of developing and selling Miramar, a 172
residential unit condominium development. The limited partnership
agreement required the Company to contribute $1 to the joint venture
and to act as the general partner. The Company has the exclusive
authority as to the management and development of the project.
During March 2003, the Companys joint venture partner contributed
$1,800,000 to the joint venture. The Companys joint venture partner
is the limited partner and in return is entitled to receive a
preferred profit distribution up to a maximum return on its
investment of $2,050,000. During the year ended March 31, 2004,
Miramar recognized a loss of $32,204, all of which was allocated to
the limited partner.  World Golf Village:  The Company entered into a Limited Partnership Agreement (the
Agreement) for the purpose of developing and selling a 150 unit
residential townhouse development. The Agreement required the
Company to contribute $1 to the joint venture and to act as the
general partner. The Company has the exclusive authority as to the
management and development of the project. During November 2003, the
Companys joint venture partner contributed approximately $748,000
of its required contribution of $1,100,000 to the joint venture.The Companys joint venture partner will be the limited partner and
in return will receive a preferred profit distribution up to a
maximum return on its investment of up to $1,100,000.As a result of the aforementioned agreement, the Company was able to
obtain an additional revolving line of credit in the amount of
$4,500,000 and a construction revolving line of credit in the amount
of $3,750,000 that will be utilized to fund the initial development
costs of the joint venture project.  Grand Haven:  On January 7, 2004, the Company entered into a limited partnership
agreement for the purpose of developing and selling Grand Haven, a
96 residential unit condominium development. The limited partnership
agreement required the Company to contribute $1 to the joint venture
and to act as the general partner. The Company has the exclusive
authority, as to the management and development of the project.
During January 2004, the Companys joint venture partner contributed
approximately $1,258,000 to the joint venture. The Companys joint
venture partner is the limited partner and in return is entitled to
receive a preferred profit distribution up to a maximum return on
its investment of $2,200,000. F-13




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5 - Joint ventures (concluded):  Grand Haven (concluded):  As a result of the aforementioned agreement, the Company was able to
obtain an additional revolving line of credit in the amount of
$2,100,000 and a construction revolving line of credit in the amount
of $4,300,000 that will be utilized to fund the initial development
costs of the joint venture project. Note 6 - Preferred stock:  As of March 31, 2004, the Company was authorized to issue up to
100,000,000 shares of Series A preferred stock and up to 2,500,000
shares of Series B preferred stock each with a par value of $.10 per
share. Each series of stock may be issued with dividend rates,
conversion rights, voting rights and other terms and preferences to be
determined by the Companys Board of Directors, subject to certain
limitations set forth in the Companys Articles of Incorporation.On February 15, 2002, the Companys Board of Directors approved the
Amendment of the Companys Articles of Incorporation authorizing the
issuance of 2,500,000 Series B preferred stock with a three-for-one
conversion feature to common stock, as well as, rights to dividends,
rights with respect to liquidation and other rights equivalent to
those of holders of the Companys common stock including one vote for
each share held on all matters to be voted on by the Companys
stockholders. Note 7 - Income taxes:  The provision for income taxes in 2004 and 2003 consisted of the
following: 2004
    
    2003Federal:Current
    
    $
    1,327,600
    
    
    $
    (378,000
    )Deferred
    
    
    
    
    
    
    (8,553
    )Totals
    
    
    1,327,600
    
    
    
    (386,553
    )State:Current
    
    
    227,200
    
    
    
    (62,064
    )Deferred
    
    
    
    
    
    
    (1,383
    )Totals
    
    
    227,200
    
    
    
    (63,447
    )Totals
    
    $
    1,554,800
    
    
    $
    (450,000
    )
 F-14




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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Note 7
    - Income taxes (concluded):  The provision for income taxes in 2004 and 2003 differs from the
provision computed using the Federal statutory rate of 34% on the
Companys income (loss) before income taxes as a result of the
following: 2004
    
    2003Expected provision at Federal statutory rate
    
    
    34
    %
    
    
    (34
    )%Effect of state income taxes, net of Federal income taxes
    
    
    4
    
    
    
    (3
    )Effective tax rate
    
    
    38
    %
    
    
    (37
    )%
 Note 8 - Employee benefit plan:  The Company maintains a defined contribution 401(k) plan that allows
employees to defer a portion of their salaries for tax purposes
through contributions to the plan. The Company contributes an amount
equal to 3% of the employees salaries. Company contributions to the
plan amounted to approximately $46,000 and $22,000 in 2004 and 2003,
respectively. Note 9 - Related party transactions:  As of March 31, 2004, a company related to the principal stockholder
of the Company advanced the Company approximately $701,000 for working
capital purposes. These advances are due on demand and bear interest
at 12% payable monthly. During the years ended March 31, 2004 and 2003, the Company
incurred construction costs of approximately $1,540,000 and $472,000,
respectively, from a company related to the principal stockholder. Note 10 - Lease commitments:  The Company leases equipment under operating leases expiring through
2005. Minimum lease payments under the noncancelable operating leases
in years subsequent to March 31, 2004 are $17,804 in 2005. Rent
expense amounted to $63,065 and $65,428 in 2004 and 2003,
respectively. Note 11 - Stock option plan:  In March 2001, the Companys Board of Directors approved, subject to
ratification by the stockholders, the Companys Stock Option Plan (the
Plan) whereby options for the purchase of up to 5,000,000 shares of
the Companys common stock may be granted key personnel in the form of
incentive stock options and nonqualified stock options, as defined
under the Internal Revenue Code. Key personnel eligible for these
awards include employees of the Company, consultants to the Company
and nonemployee directors of the Company. Under the Plan, the
exercise price of all options must be at least 100% of the fair market
value of the Companys common shares on the date of grant (the
exercise price of an incentive stock option granted to an optionee
that holds more than 10% of the combined voting power of all classes
of stock of the Company must be at least 110% of the fair market value
of the date of grant). The maximum term of any stock option granted
may not exceed ten years from the date of grant and options generally
vest over three years. Through March 31, 2004, no stock options have
been granted under the Plan. F-15




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 12 - Consulting agreement:  The Company has a five-year consulting agreement with Andrews &
Associates, Inc., a company in which one of its stockholders is an
officer, director and stockholder of the Company. The agreement, which
contains a three-year renewal option, presently provides for
consulting services at an annual fee of $115,000 in the area of sales
and marketing, land acquisition and development and finance. The
aforementioned agreement provides for the remaining payments of
$24,000 in 2005. Note 13 - Litigation:  In the ordinary course of business, the Company is both a plaintiff
and defendant in various legal proceedings. In the opinion of
management, resolution of these claims is not expected to have a
material adverse effect on the consolidated financial position,
results of operations or cash flows of the Company. Note 14 - Employee stock plan:  The Company maintains an employee stock plan whereby the Company will
issue 500 shares of common stock to each employee upon completing six
months of service, an additional 1,000 shares of common stock upon
completing eighteen months and twenty-four months of service,
respectively, for a total of 2,500 shares of common stock if the
employee completes twenty-four months of service. During the years
ended March 31, 2004 and 2003, the Company issued 111,000 and 9,000
shares of common stock having values of $25,430 and $1,170,
respectively, under the employee stock plan.In addition, during December 2002, the Company issued 967,500 shares
of common stock having a value of $125,775 to its employees in lieu of
bonuses. Note 15 - Treasury stock:  During the nine months ended December 31, 2003, the Company acquired
and retired 212,835 of its outstanding shares of common stock at a
cost of $6,385. Note 16 - Fair value of financial instruments:  The Companys financial instruments at March 31, 2004 consisted of
cash and cash equivalents, accounts payable and accrued expenses,
mortgages, notes payable and notes payable - related party. In the
opinion of management, cash and cash equivalents, accounts payable and
accrued expenses are carried at fair value because of their liquidity
and short-term maturities. Because of the relationship of the Company
and its related party, there is no practical method that can be used
to determine the fair value of the note payable - related party. The
Company believes that the carrying value of its mortgages and notes
payable approximates fair value since the majority of its mortgages
and notes payable have a floating interest rate and its fixed rate
mortgages were recently entered into. F-16




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 17 - Subsequent event:  Red Hawk Reserve, LLC, a subsidiary of Whitehall Quality Homes, Inc.,
has entered into an agreement to sell its membership interest in the
Red Hawk Reserve project to Red Hawk Investors, LLC, a group
independent of Whitehall Quality Homes, Inc., for approximately
$8,418,000 including the assumption by the purchaser of approximately
7,718,000 of debt. If the transaction is consummated as currently
anticipated, the Company
expects to recognize a gain of approximately 700,000. This
agreement is anticipated to close on or before June 30, 2004. F-17




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EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                                
|NUMBER  |  | DESCRIPTION OF EXHIBIT                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                
|3.1     |  | Articles of Incorporation of the Registrant*                                                                                                                                                                                                                                                                   
|3.2     |  | Bylaws of the Registrant*                                                                                                                                                                                                                                                                                      
|3.3     |  | Articles of Amendment to Articles of Incorporation**                                                                                                                                                                                                                                                           
|3.4     |  | Articles of Amendment to Articles of Incorporation**                                                                                                                                                                                                                                                           
|10.1    |  | Consulting Agreement between the Registrant and Andrews & Associates, Inc. dated
January 15, 1999 and First Addendum thereto dated June 30, 1999*                                                                                                                                                              
|10.2    |  | Agreement Providing for the Exchange of Capital Stock by and between Cambridge
Universal Corporation, the holders of all of the outstanding voting Common Stock of
Whitehall Homes II, Inc. and Whitehall Homes II, Inc. dated as of June 17, 1999
(without Schedules or Exhibits) with First Addendum thereto*
|10.3    |  | Consulting Agreement between the Registrant and LSC Associates LLC dated June 20, 2001.*                                                                                                                                                                                                                       
|10.4    |  | Limited Partnership Agreement dated January, 2001 between Whitehall Homes at Edgewater
Moorings, Inc. and Edgewater One LLC**                                                                                                                                                                                  
|10.5    |  | Limited
Partnership Agreement dated March 12, 2003 between Whitehall
Homes at Miramar, Inc. and Miramar Investment Group One, LLC. ***                                                                                                                                                                         
|10.6    |  | Limited
Partnership Agreement dated November, 2003 between Whitehall Homes at
World Golf, Inc. and World Golf Investment Group One, LLC.                                                                                                                                                                       
|10.7    |  | Limited
Partnership Agreement dated January 7, 2004 between Whitehall
Homes at Grand Haven, Inc. and Grand Haven Investment Group One, LLC.                                                                                                                                                                    
|21.1    |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                 
|31.1    |  | Certification of
President and Chief Executive Officer                                                                                                                                                                                                                                                         
|31.2    |  | Certification of
Chief Financial Officer                                                                                                                                                                                                                                                                       
|32.1    |  | Certification
pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                               
|32.2    |  | Certification
pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                               



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|*   |  | Incorporated by reference to Registrants Form 10-SB, as amended.                          
|--- |  | -------------------------------------------------------------------------------------------
|**  |  | Incorporated by reference to
Registrants Form 10-KSB for fiscal year ended
March 31, 2002.
|*** |  | Incorporated by reference to
Registrants Form 10-KSB for fiscal year ended
March 31, 2003.