<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                               AMENDMENT NO. 2 TO

                                 FORM 10-KSB/A

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2001

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

                         COMMISSION FILE NUMBER 0-29027

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

  290 COCOANUT AVENUE, SARASOTA, FLORIDA                    34236
------------------------------------------         ---------------------
 (Address of principal executive offices)                (Zip Code)
</TABLE>

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 [ ] No [X]

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: $14,456,325 for fiscal
year ended March 31, 2001.

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: 9,167,920 shares of common stock as
of June 6, 2001.



<PAGE>

                                     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. At
the time of its domestication, the Company effected a one for three reverse
split of its outstanding Common Stock. Unless otherwise noted, all information
throughout this Form 10-KSB gives retroactive effect to such reverse stock
split.

   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.



                                        2
<PAGE>

CONTROL PERSONS OF THE COMPANY

   Prior to the Company's acquisition of Whitehall, Andrews & Associates, Inc.
("Andrews"), a residential real estate development consulting firm which was
providing consulting services to Whitehall and its affiliates, obtained voting
control of the Company in connection with a proposed business combination with
Whitehall. Andrews obtained voting control by agreeing to purchase from existing
shareholders a total of 763,333 shares (as adjusted to reflect the 1 for 3
reverse stock split) or approximately 32% of the Company's total outstanding
shares; by obtaining proxies to vote 572,500 of such shares, ownership of which
was retained by the selling shareholders pending receipt of payment therefor by
the escrow agent appointed to hold such shares; and by obtaining proxies to vote
sufficient additional shares owned by other shareholders to equal at least a
majority of the outstanding shares. See "Certain Relationships and Related
Transactions." 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.

   After the Company's acquisition of Whitehall, the following persons may be
considered as "control persons" of the Company as of March 31, 2001 (the phrase
"control persons" means persons or entities exercising control over an issuer of
securities as a result of the beneficial ownership of the issuer's outstanding
voting securities, by virtue of serving as a director or officer of such issuer,
as a result of contractual relationships or other circumstances):

<TABLE>
<S>                               <C>
IDENTITY OF CONTROL PERSON        NATURE OF CONTROL RELATIONSHIP
--------------------------        ------------------------------
Ronald Mustari                    Record and beneficial ownership (with
                                  Joanne Mustari) of 51.51% of the Company's
                                  outstanding Common Stock and 100% of the Company's
                                  outstanding Preferred Stock; member of
                                  the Board of Directors, President and Chief
                                  Executive Officer

Joanne Mustari                    Record and beneficial ownership (with
                                  Ronald Mustari) of 51.51% of the Company's
                                  outstanding Common Stock and 100% of the Company's
                                  outstanding Preferred Stock; Treasurer and Chief
                                  Financial Officer.

Gerald H. Gould(1)                Director

Robert E. Messick(1)              Director
</TABLE>
------------

(1) As of March 31, 2001, these directors did not own of record or beneficially
    any shares of Common Stock of the Company.

DEVELOPMENT OF WHITEHALL BUSINESS


   Effective as of June 17, 1999, Whitehall, which was wholly owned by Ronald
and Joanne Mustari, acquired all of the assets of nine affiliated companies
(collectively, "Whitehall Homes") which were also wholly owned by Mr. and Mrs.
Mustari, for a purchase price of $2,500,000. As payment, Whitehall delivered its
promissory note in the amount of $2,500,000 to Whitehall Homes and Whitehall
Homes subsequently assigned it to Mr. and Mrs. Mustari. Thereafter, as a result
of Mr. and Mrs. Mustari excluding an affiliated company from the transaction,
the purchase price and promissory note were reduced by approximately $1,181,000,
the underlying value of the entity being excluded, to approximately $1,319,000.
For accounting purposes the aforementioned transaction was recorded as a
distribution to the principal stockholder and the assets were valued at their
historical cost basis. In addition, a number of the companies comprising
Whitehall Homes were equally owned by Mr. And Mrs. Mustari and Donald Lichter
until April 27, 1999, when Mr. and Mrs. Mustari purchased the ownership interest
of Mr. Lichter for cash and promissory notes and terminated Mr. Lichter's
business relationship with Whitehall Homes. Whitehall Homes has been in the
business of constructing residential homes (principally single family homes) in
the Florida counties of Sarasota, Manatee, Collier, Pasco and Hillsborough since
1985. Shortly after Whitehall acquired all of the assets of Whitehall Homes, the
Company acquired 100% of the outstanding shares of Whitehall from Mr. and Mrs.
Mustari in exchange for 5,108,433 shares of the Company's Common Stock, of which
4,608,268 shares were issued to Mr. and Mrs. Mustari and 500,165 shares were
issued to the Mustaris' adult children and grandchildren. As a result of the
transaction, Whitehall became a wholly owned subsidiary of the Company.




                                        3
<PAGE>

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 1,200 to
   3,500 square feet and have purchase prices ranging from $150,000 to $500,000.
   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. 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, 2001,
   the Company had approximately $2,167,000 invested in land and development
   costs and approximately $5,130,000 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:

<TABLE>
<CAPTION>
                                                                                           NUMBER OF
                                                   NUMBER       ESTIMATED     NUMBER OF   CONTRACTORS
                                                 OF BUILD-       AVERAGE       DWELLING    IN DEVEL-      ESTIMATED
                                                  ING LOTS       SELLING      UNITS SOLD/  OPMENT IN       TIME OF
                                   STATUS OF       AVAIL-       PRICE PER     NUMBER OF     ADDITION       DEVELOP-
                                 INFRASTRUCTURE   ABLE TO       DWELLING     UNITS UNDER     TO THE          MENT
  IDENTITY OF DEVELOPMENT         DEVELOPMENT    REGISTRANT       UNIT       CONSTRUCTION  REGISTRANT      BUILD-OUT
  -----------------------        --------------  ----------     ----------   ------------  ----------     ----------
  <S>                            <C>             <C>            <C>          <C>           <C>            <C>
  AVALON AT THE VILLAGES           COMPLETE         114         $186,000         78/36         4          24 MONTHS
   OF PALM AIRE

  BERMUDA CLUB                     COMPLETE          30         200,000           3/0          0          FALL, 2001

  IBIS/HERON CREEK GOLF AND        COMPLETE          30         180,000          19/11         0          30 MONTHS
   COUNTRY CLUB

  WILD PINES/HERON CREEK GOLF      COMPLETE         112         250,000          21/10         3          39 MONTHS
   & COUNTRY CLUB

  LAKE JOVITA                      COMPLETE          60         240,000           4/6          0          30 MONTHS

  MOORINGS LAKEWOOD               INCOMPLETE        136         326,000           0/0          0          48 MONTHS

  CALUMET RESERVE                  COMPLETE          54         195,000           4/4          0          30 MONTHS
</TABLE>

   Substantially all of the residential construction activities of the Company
are and will be conducted through utilization of the services of experienced and
reliable subcontractors who provide for electrical, sewer, concrete slab,
framing, roofing and similar matters. The Company believes that there is an
adequate supply of reliable and experienced subcontractors available in the
areas of its construction activities, and the Company believes that its
relationships with such subcontractors is good.

   In its development and construction activities, the Company endeavors to
offer high quality homes with custom features not usually found in residences
offered at the prices established by the Company. Such residences are designed
principally for the entry level homeowner, for the market commonly referred to
as the "move up" market, and for the retirement segments of the community.
Average dwelling unit sizes range from 1,200 to 3,500 square feet and range in
price from $150,000 to $500,000. The plans for the residential dwelling units
constructed by the Company are prepared by architects in order to maximize the
aesthetic appeal of the units to the buying public. In the construction process,
supervision of material and service subcontractors is exercised by construction
supervisors employed directly by the Company.

   The present development activity of the Company is not being conducted
pursuant to joint ventures or similar arrangements, although such arrangements
have been utilized in past activities of Whitehall.

MARKETING. In its construction and residential marketing activities, the Company
continually monitors the sales and margins achieved with respect to residential
unit construction costs, other related costs and the market price realized in
the sale of the unit to the purchaser. The Company generally offers five to ten
home designs in each of



                                        4
<PAGE>

the developments in which it is active, but is prepared to provide to the
interested home buyer additional building plans and further options and
variances from the standard plan.

   In its marketing activities, the Company attempts to maximize the effect of
its advertising expenditures by participating in promotional activities,
publications and newsletters sponsored by local real estate brokers, mortgage
companies, utility companies and trade associations and, in certain instances
where possible, by positioning its developments in locations that maximize the
exposure of the development to local traffic patterns. The Company markets the
residences through commissioned employees and independent real estate brokers.
Residential unit sales are typically conducted from sales offices located in
furnished model homes located within each development. Company sales
representatives and consultants assist prospective home buyers 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 such speculative homes are, in fact, sold
before construction is completed or are sold immediately following completion.
The Company attempts to limit the number of speculative homes built in each of
its developments.

   In its marketing activities, the Company recognizes the importance of the
availability of residential financing and, accordingly, works with a variety of
mortgage lenders and mortgage brokers who, on a regular basis, make available to
home buyers a range of conventional mortgage financing, as well as FHA and VA
mortgage programs. By assisting in the financing of their residential units, the
Company believes that it is better able to coordinate and expedite the
consummation of the sales transaction.

   REGULATORY FACTORS. The development of residential real estate projects and
the construction of single family dwellings constitutes activity which is
subject to extensive regulation primarily by local governmental authorities and
agencies thereof, although Florida, on a statewide basis, exercises significant
regulation in terms of environmental concerns and other matters. As a result of
this extensive regulation, the Company , as well as the subcontractors serving
the Company, are required to comply with various state and local laws and
regulations, including those relating to zoning, density requirements, the
necessity of obtaining building permits, matters relating to environmental
considerations, advertising, rules relating to the extension of credit and other
subjects. Regulatory factors also affect the specifications and quality of
materials that must be utilized on a minimum basis with respect to any
constructed residential unit, as well as the completion of the infrastructure
required in any development. In the opinion of the Company's management, the
Company's business is currently being conducted in compliance with all
applicable federal, state and local regulations.

   PROPERTY ACQUISITIONS. The Company continually inspects and determines the
relative feasibility of real estate parcels for future residential development
projects and, accordingly, constantly inspects available parcels of real estate
in its operating area which are the Florida counties of Sarasota, Manatee,
Collier, Hillsborough and Pasco. Real estate properties possibly suitable for
development which are not located in such five county area will also be
investigated. The Company has contracted for the purchase of property in Collier
County, Florida (Naples), and has entered into a contract for the acquisition of
development real estate in the Mount Dora, Florida area, both subject to
obtaining zoning approval. Mount Dora is near Orlando, Florida (Orange County,
Florida). The Company also has under contract for acquisition, subject to
obtaining zoning approval, a development tract of real estate located in Fort
Myers, Florida, which is in Lee County. The Company is also presently inspecting
a property located in Lake County, Florida. Generally the Company endeavors to
acquire developed building lots after all zoning and other governmental
entitlements and approvals have been obtained. In effecting purchases in this
manner, the Company believes that it may move into a particular market in a more
rapid fashion from the time of land acquisition, construction of the residential
unit and the ultimate sale thereof, thereby reducing the customary cycle
experienced by most home builders. The disadvantages perceived by Company's
management in acquiring property in such fashion is the possible depressing
effect on the profit margins of the Company which may occur due to the increased
acquisition cost which has as an element thereof the costs incurred and expended
in obtaining zoning and necessary



                                        5
<PAGE>

permits. Profits margins may be favorably influenced by such process, however,
by permitting more certain building and construction schedules with respect to
residential units. In such acquisition activities, the Company has and will
continue to utilize lot options and similar contracts to secure developed lots
or to assure, upon option exercise, an adequate inventory of such 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, thereby permitting the Company to immediately begin
residential construction activities.

   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. 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. 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 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. For example, 70 construction starts were attributed to
Whitehall for the 12 month period ended March 31, 2001. Twelve residential unit
contractors, however, reported construction starts in excess of those of the
Company ranging from a low of 25 construction starts to a high of 200
construction starts during the same period.



                                        6
<PAGE>

        EMPLOYEES. As of March 31, 2001, the Company had 17 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, 2001, there were approximately 400 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 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



                                        7
<PAGE>

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. As of March 31,
2001, the Company did not meet such net tangible asset or revenue requirements.

   In June, 1999, the Company issued 4,608,268 shares of its Common Stock to
Ronald and Joanne Mustari, the sole shareholders of Whitehall, in exchange for
all of the outstanding shares of Whitehall. The issuance of such securities was
exempt from registration under the Act pursuant to Section 4(2) thereof and/or
Regulation D.

   On or about June 15, 1999, the Company issued 1,000,000 shares of its Common
Stock to Andrews and Associates, Inc. and its shareholders (Patrick J. Andrews,
Gregory M. Andrews and Jerome S. Andrews, Jr.), 150,000 shares to Seymour Cassel
and 100,000 shares to each of Charles Broun and Robert Ground as payment of fees
for consulting and other services rendered in connection with the Company's
acquisition of Whitehall. The Company placed a value of $.19 on each share
issued. The issuance of such securities was exempt from registration under the
Act pursuant to Section 4(2) thereof and/or Regulation D.

   On or about June 25, 1999, the Company issued a total of 500,165 shares of
its Common Stock to the following persons, all of whom are the adult children or
the grandchildren of Mr. and Mrs. Mustari:

<TABLE>
               <S>                          <C>
               Gina Golich                  200,000 shares
               Donna Hill                   100,000 shares
               J.R. Mustari                 100,000 shares
               Joanne Marsell               100,165 shares
</TABLE>

   The shares were issued at the request and direction of Mr. and Mrs. Mustari
as payment for services rendered by them to the Company and/or as additional
consideration for the transfer of their shares of Whitehall to the Company. The
issuance of such securities was exempt from registration under the Act pursuant
to Section 4(2) thereof and/or Regulation D.

   On or about July 1, 1999, the Company issued 57,500 shares of Common Stock to
13 employees of the Company; 13,000 shares of Common Stock to 63 subcontractors
of the Company who had previously provided services and /or materials to the
Company; and 50,400 shares of Common Stock to 154 homeowners who had previously
purchased homes from the Company and its predecessors. The Company did not
receive any consideration for such shares, which the Company valued at $.19 per
share. At the time such shares were issued, the Company was advised that the
shares issued to the Company's employees and subcontractors would constitute
restricted securities subject to applicable holding periods as imposed by SEC
Rule 144, and that the shares issued to the homeowners would be unrestricted in
the light of the position taken by the staff of the Securities and Exchange
Commission in Shaklee Corp. that the small number of shares involved in the
circumstances attendant to Shaklee Corp., among other considerations, reduced
the likelihood of violations of the registration provisions of the Act. The
Company believed that such was and is the case with respect to the issuance of
50,400 shares to the homeowners.

    During the year ended March 31, 2001 the Company issued 5,500 shares of
Common Stock to certain of its employees under its Employee Stock Bonus Plan as
a bonus. The Company placed a value of $.18 per share on each share issued.

    On March 29, 2001, the Board of Directors authorized the issuance of
2,061,946 shares of Preferred Stock to Ronald and Joanne Mustari in exchange for
cancellation of the Company's remaining obligation to them in the amount of
$618,585. The Company placed a value of $.30 per share on each share issued. The
issuance of such shares was exempt from registration under the Act pursuant to
Section 4(2) thereof and/or Regulation D.



                                        8
<PAGE>

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 1,400 to 3,500 square
feet and have purchase prices ranging from $150,000 to $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 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.
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.

        Results of operations for the year ended March 31, 2001 as compared to
the year ended March 31, 2000:

The Company is presently engaged in the development of the following projects:

<TABLE>
<CAPTION>
                                              Estimated   Number of
                                               Average      Units        Units       closed
                                   Total       Selling     To close      Years        ended
                                 Number of      Price       As of       --------------------
      Project                      UNITS       PER UNIT    3/31/01      3/31/01      3/31/00
      -------                    ---------    ---------   ---------     -------      -------
<S>                              <C>          <C>          <C>          <C>          <C>
Avalon at
The Villages
Of Palm Aire                         114       $186,000        40            50         23
Beekman Place
& Village                            148        165,000         0             A         20
Bermuda Club                          30        200,000         4             6          6
Governor's Green                      16        325,000         0             A          1
Heron Creek Golf
& Country Club                       112        250,000        49            10          0
Lake Jovita                           60        240,000        59             1          0
Off Site                                                        0             2          2
                                                              ---            --         --
                                                              152            69         52
                                                              ===            ==         ==
</TABLE>

(A)  Project completed Fall of 1999



                                        9
<PAGE>

Results of Operations

        The following table sends forth operating data as a percentage of
revenue:

<TABLE>
<CAPTION>
                                                        Year ended
                                                         March 31,
                                                     ----------------
                                                     2001        2000
                                                     ----        ----
<S>                                                  <C>         <C>
    Revenues:
        Home and lot sales                            98%         98%
        Other                                          2%          2%
                                                     ----        ----
               Total                                 100%        100%
                                                     ----        ----
    Costs and expenses:
        Cost of sales                                 76%         70%
        Selling, General and administrative           17%         24%
        Interest                                       2%          2%
        Other                                         --           3%
                                                     ----        ----
        Total                                         95%         99%
                                                     ----        ----
Income before income taxes                             5%          1%
                                                     ----        ----
</TABLE>

Revenues:

        Home and Lot Sales:

               The Company's Home and Lot sales increased by approximately
               $5,652,000 to approximately $14,235,000 for the year ended March
               31, 2001 as compared to approximately $8,583,000 for the year
               ended March 31, 2000. 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 sell 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 on the
               69 units closed during the year ended March 31, 2001 was
               approximately $207,000 as compared to approximately $165,000 for
               the 52 units closed during the year ended March 31, 2000.

         Other Revenue:

               Other revenue consists of Management fee, interest, real estate
               commissions and sundry income. During the years ended March 31,
               2001 and 2000, other revenue was approximately $222,000 and
               $191,000, respectively. The primary reason for the increase is
               that the Company earned approximately $57,000 and $69,000 of
               management fees and interest income respectively, during the year
               ended March 31, 2001 as compared to $8,000 and $16,000 during the
               year ended March 31, 2000. This was off-set by the decrease in
               real estate commissions and sundry income of approximately
               $52,000 and $17,000 respectively, for the year ended March 31,
               2001 as compared to $82,000 and $60,000 for the year ended March
               31, 2000.

Costs and expenses:

        Cost of sales:

               Cost of sales increased by approximately $4,857,000 to
               approximately $10,991,000 for the year ended March 31, 2001 as
               compared to approximately $6,134,000 for the year ended March 31,



                                       10
<PAGE>

               2000. The primary reason for the increase was due to the number
               of units closed and sales value during the year. However, the
               cost as a percent of sales approximated 76% for the year ended
               March 31, 2001 as compared to 70% for the year ended March 31,
               2000. The primary reason for the increase is due to increase in
               cost by certain vendors and sub-contractors due to the strong
               real estate markets and the fact the Company even with the strong
               markets was unable to increase sales prices proportionately.

        Selling, general and administrative:


               Selling, general and administrative increased for the year ended
               March 31, 2001 as compared to the year ended March 31, 2000 by
               approximately $342,000. 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.
               However, the selling, general and administrative costs as a
               percent of sales approximated 17% for the year ended March 31,
               2001 as compared to 24% for the year ended March 31, 2000. The
               primary reason for the decrease is the increase in the number of
               home and lot sales while the Company's general and administrative
               costs in total were fairly stable. However during 2000, the
               Company incurred a non-cash charge of approximately $729,000
               relating to the shares of common stock issue in connection with
               the reverse acquisition. The charge was offset in 2001 by an
               increase in the Company's infrastructure, including payroll,
               consulting and professional fees.


        Interest:

               Interest increased for the year ended March 31, 2001 as compared
               to the year ended March 31, 2000 by approximately $98,000. The
               primary reason for this is the increased construction activity
               and outstanding borrowings that resulted from these borrowing.

As a result of the aforementioned, the Company's Income before income taxes
increased by approximately $659,000 to approximately $707,000 for the year ended
March 31, 2001 as compared to approximately $48,000 for the year ended March
31, 2000. The Company's Basic earnings per share for the year ended March 31,
2001 was $.05 per share based on a weighted average number of shares outstanding
of 8,964,033 as compared to less than $.01 per share on a weighted average
number of shares outstanding of 8,452,944 for the comparable previous year.

Liquidity and Capital Resources:


As of March 31, 2001, the Company had net assets of approximately $997,000
including cash and cash equivalents of approximately $950,000. During the year
ended March 31, 2001, the Company's cash position increased by approximately
$275,000. Its operating activities provided approximately $322,000 of cash. The
increase was off set by the increase in inventories of approximately $1,166,000
which were funded mainly by the Company's net income of approximately $424,000
and an increase in accounts payable and other current liabilities including
customer deposits of approximately $772,000. The Company's investing activities
utilized cash of approximately $338,000 of which approximately $238,000 was used
to repay a portion of the loan to the principal stockholder and approximately
$98,000 was invested in marketable securities. The Company's financing
activities provided approximately $291,000 of cash principally from the proceeds
of its mortgages and notes payable of approximately $3,921,000 off set by
repayments of mortgages and notes payable of approximately $3,630,000. The
Company's principal source of financing has historically been provided from its
construction financing which is based on the value of the underlying projects.


ITEM 7. FINANCIAL STATEMENTS.

        The Company's consolidated financial statements and the report of
Independent Public Accountants, 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.

        Prior to March 1, 2001, the Company's financial statements were audited
by Alex N. Chaplan and Associates, CPA. On March 1, 2001 the Company engaged
J.H. Cohn LLP as its independent public accountants. The Company did not consult
with any other accounting firm regarding the application of accounting
principles to a specified transaction, either contemplated or proposed, or the
type of opinion that might be rendered regarding the Company's financial
statements, nor did the Company consult with J.H. Cohn LLP with respect to any
accounting disagreement or any reportable event, at any time prior to the
appointment of such firm.

        Reports issued by Alex N. Chaplan and Associates, CPA on the financial
statements of the Company did not contain any adverse opinion or disclaimer of
opinion and were not qualified as to audit scope or accounting principles, nor
were there any material disagreements with the former accountant on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.



                                       11
<PAGE>

        At the Company's request, Alex N. Chaplan and Associates, CPA has
furnished the Company with a letter addressed to the Securities and Exchange
Commission stating that such firm agrees with the foregoing statements.

                                    PART III


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

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

<TABLE>
                   <S>                      <C>                    <C>
                   Ronald Mustari            58                    Director, President and Chief
                                                                   Executive Officer

                   Joanne Mustari            53                    Treasurer and Chief Financial
                                                                   Officer

                   Gerald H. Gould           75                    Director

                   Robert E. Messick, Esq.   48                    Director
</TABLE>

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.

   GERALD H. GOULD resides in South Miami, Florida and has engaged in real
estate development and related activities for approximately 40 years. Since 1977
to the present time, Mr. Gould has served as President of Gerald H. Gould and
Associates, a real estate consulting firm and real estate broker. During the
period 1971 to 1976, Mr. Gould served as President of W-G Development
Corporation, a real estate development firm based in Tampa, Florida. During the
period 1954 to 1972, Mr. Gould was associated with Lehigh Development
Corporation, a firm engaged in development activities on the West Coast of
Florida (St. Petersburg and Sarasota, Florida). During the period 1954 to 1971,
Mr. Gould served as President of Lehigh Development Corporation and during the
period 1971 to 1972, as Chairman of the Board of Directors of such enterprise.

ROBERT E. MESSICK, ESQ. is a practicing attorney in Sarasota, Florida and is
presently a senior partner and shareholder of Icard Merrill Cullis Timm Furen &
Ginsburg, P.A. Mr. Messick has been associated with such firm



                                       12
<PAGE>

since October 1980. Mr. Messick's practice emphasis is real estate law, banking
and commercial transactional law, as well as a specialized litigation practice
in creditor bankruptcy rights as they relate to real estate interests. Mr.
Messick holds a Bachelor of Arts degree (with honors) awarded in 1975 and a
Juris Doctor degree (with honors) from the College of Law, University of
Florida.

KEY EMPLOYEES OF THE COMPANY

   JOSEPH PUFTA, age 45, has been employed by the Company for approximately six
years and presently serves as General Superintendent for all new home
construction. Mr. Pufta supervises eight persons relating to the home
construction and development activities of the Company. Prior to joining the
Company, Mr. Pufta served approximately eight years as the Project Manager for
one of the largest commercial construction companies in the United States on
various construction projects in Georgia, South Carolina and Florida. Mr. Pufta
also has approximately five years experience as a custom home builder and as a
framing contractor.

   DANIEL LUCAS, age 40, has been employed by the Company for approximately six
years as a new home sales representative, project sales manager and currently as
Director of New Home Sales. In his present capacity, Mr. Lucas is responsible
for sales, marketing, planning and marketing and sales budgeting for all of the
Company's developments and in such capacity 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.

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 coterminus 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,
2001 with all Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than 10% beneficial owners.



                                       13
<PAGE>

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, 1999, 2000 and 2001. 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.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
                                         ANNUAL COMPENSATION
----------------------------------------------------------------------------------
Name                                                                      Other
And                                                                      Annual
Principal                                                                Compen-
Position                       Fiscal Year       Salary       Bonus      sation
----------------------------------------------------------------------------------
<S>                            <C>              <C>            <C>       <C>
Ronald Mustari, President         2001          $167,500       -0-         -0-
and Chief Executive Officer       2000          $110,769       -0-         -0-
                                  1999          $100,000       -0-         -0-
----------------------------------------------------------------------------------
</TABLE>

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 5,500 shares had been issued under the stock bonus plan as
of March 31, 2001.

ITEM 11. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

   As of March 31, 2001, there were 8,951,500 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, 2001 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.

<TABLE>
<CAPTION>
                                      NUMBER OF
                                       SHARES            PERCENTAGE
     NAME AND ADDRESS               BENEFICIALLY             OF
   OF BENEFICIAL OWNER                  OWNED              CLASS
   -------------------              ------------         ----------
<S>                                 <C>                  <C>
Ronald and Joanne Mustari             4,606,268            51.51%
467 Walls Way
Osprey, FL  38229

Andrews and Associates, Inc.          1,125,000(1)         12.58%

All executive officers and            4,606,268            51.51%
directors as a group
(4 persons)
</TABLE>

---------------



                                       14
<PAGE>
   (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.

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 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.


   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. 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 preferred stock valued at $618,585.


   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



                                       15
<PAGE>
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.

   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.

   The Company engaged LSC Associates LLC ("Loan Star") to provide certain
business consulting services pursuant to an agreement dated February 9, 2000, as
amended. Under this agreement, which was terminated and replaced with a new
consulting agreement dated June 20, 2001, the Company agreed to issue 178,920
shares of its common stock and pay an advisory fee starting at $500 per month
and increasing to $1,500 per month to Loan Star as compensation for its
services. Under the new agreement, the Company has agreed to pay Loan Star an
advisory fee of $225 per hour for services which include advice with respect to
mergers, acquisitions, corporate finance, joint ventures and other corporate
matters. The Company has also agreed to reimburse Loan Star for all of its
normal and reasonable out of pocket expenses previously approved by the Company.
If the Company enters into a transaction with any party introduced by Loan Star,
Loan Star is entitled, under the new agreement, to receive, as a finders fee,
cash in an amount equal to 5% of the total gross equity proceeds or value of the
transaction, and 178,920 shares of the Company's Common Stock. The Company has
also granted Loan Star the right to include these shares in any registration
statement subsequently filed by the Company with the SEC to register shares for
the Company's account or for the account of other shareholders.

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

        (a)    Financial Statements. The following documents are filed as part
               of this report:

               Reports of Independent Public Accountants

               Consolidated Balance Sheet as of March 31, 2001

               Consolidated Statements of Operations for the years ended March
               31, 2001 and 2000

               Consolidated Statements of Shareholder's Equity (Deficit) for the
               years ended March 31, 2001 and 2000

               Consolidated Statements of Cash Flow for the years ended March
               31, 2001 and 2000

               Notes to Consolidated Financial Statements

        (b)    Reports of Form 8-K:

               No reports on Form 8-K were filed by the Registrant.

        (c)    Exhibits:



                                       16
<PAGE>

<TABLE>
<CAPTION>
               EXHIBIT
               NUMBER        DESCRIPTION OF EXHIBIT
               -------       ----------------------
               <S>           <C>
               3.1           Certificate of Incorporation of the Registrant*

               3.2           Bylaws of the Registrant*

               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.**

               16.1          Letter from Alex N. Chaplan and Associates dated April 23, 2001*

               21.1          Whitehall Quality Homes, Inc. is a wholly owned subsidiary of Whitehall
                             Limited, Inc.**
</TABLE>

---------------
      * Incorporated by reference to Registrant's Form 10-SB, as amended.
     ** Previously filed


                                       17
<PAGE>

                                   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 January 15, 2002.


                                     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.


<TABLE>
<CAPTION>
        Signature                           Title                                      Date
        ---------                           -----                                      ----
        <S>                                 <C>                                        <C>
        /s/ Ronald Mustari                  President, Chief Executive Officer         January 15, 2002
        ----------------------------        and Director
        Ronald Mustari

        /s/ Joanne Mustari                  Treasurer and Chief Financial Officer      January 15, 2002
        ----------------------------
        Joanne Mustari

        /s/ Gerald H. Gould                 Director                                   January 15, 2002
        ----------------------------
        Gerald H. Gould

        /s/ Robert E. Messick               Director                                   January 15, 2002
        ----------------------------
        Robert E. Messick
</TABLE>



                                       18
<PAGE>
                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES



                                    I N D E X

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                          <C>
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS                                    F-2/3

CONSOLIDATED BALANCE SHEET
    MARCH 31, 2001                                                            F-4

CONSOLIDATED STATEMENTS OF INCOME
    YEARS ENDED MARCH 31, 2001 AND 2000                                       F-5

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIENCY)
    YEARS ENDED MARCH 31, 2001 AND 2000                                       F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS
    YEARS ENDED MARCH 31, 2001 AND 2000                                       F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                  F-8/16
</TABLE>



                                      * * *



                                       F-1
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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, 2001, and the related
consolidated statements of income, changes in stockholders' equity (deficiency)
and cash flows for the year then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the 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 audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Whitehall Limited, Inc. and Subsidiaries as of March 31, 2001, and their results
of operations and cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.



                                                  J.H. COHN LLP


Roseland, New Jersey
June 8, 2001, except for Note 11
which is as of June 20, 2001



                                       F-2
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders
Whitehall Limited, Inc.


We have audited the accompanying consolidated statements of income, changes in
stockholders' equity (deficiency) and cash flows of WHITEHALL LIMITED, INC. AND
SUBSIDIARIES for the year ended March 31, 2000. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the 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 audit provides a
reasonable basis of or our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, Whitehall Limited, Inc. and Subsidiaries's
results of operations and cash flows for the year ended March 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.



Alex Chaplan & Associates

Calabasas, CA
November 22, 2000



                                       F-3
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES


                     CONSOLIDATED BALANCE SHEET (RESTATED)
                                 MARCH 31, 2001


                                     ASSETS


<TABLE>
<S>                                                                      <C>
Cash and cash equivalents                                                $   950,005
Inventories                                                                7,296,662
Property and equipment, net                                                  447,860
Other assets                                                                  57,984
                                                                         -----------
         Total                                                           $ 8,752,511
                                                                         ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
    Mortgages and notes payable                                          $ 4,536,488
    Accounts payable and accrued expenses                                  1,246,829
    Customer deposits and advances                                         1,469,511
    Income taxes payable                                                     430,000
    Deferred tax liabilities                                                  72,936
                                                                         -----------
         Total liabilities                                                 7,755,764
                                                                         -----------

Commitments and contingencies

Stockholders' equity:
    Preferred stock, $.10 par value; 100,000,000 shares authorized;
       2,061,946 shares issued and outstanding                               206,195
    Common stock, $.10 par value; 500,000,000 shares authorized;
       8,951,500 shares issued and outstanding                               895,150
    Additional paid-in capital                                              (151,572)
    Retained earnings                                                         46,974
                                                                         -----------
         Total stockholders' equity                                          996,747
                                                                         -----------
         Total                                                           $ 8,752,511
                                                                         ===========
</TABLE>



See Notes to Consolidated Financial Statements.



                                       F-4
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                       YEARS ENDED MARCH 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                   2001             2000
                                               -----------      -----------
<S>                                            <C>              <C>
Revenue:
    Home and lot sales                         $14,234,694      $ 8,582,410
    Management fees                                 56,678            7,600
    Interest income                                 69,415           15,897
    Real estate commissions                         51,913           82,100
    Rental income                                   26,616           25,454
    Other income                                    17,009           59,776
                                               -----------      -----------
       Totals                                   14,456,325        8,773,237
                                               -----------      -----------
Costs and expenses:
    Cost of sales                               10,990,767        6,133,793
    Selling                                        813,094          520,448
    General and administrative                   1,647,661        1,598,248
    Interest                                       297,412          199,520
    Other                                                           272,831
                                               -----------      -----------
       Totals                                   13,748,934        8,724,840
                                               -----------      -----------
Income before income taxes                         707,391           48,397

Provision for income taxes                         283,000            9,700
                                               -----------      -----------
Net income                                     $   424,391      $    38,697
                                               ===========      ===========
Basic earnings per share                       $       .05      $        --
                                               ===========      ===========
Basic weighted average shares outstanding        8,964,033        8,452,944
                                               ===========      ===========
</TABLE>


See Notes to Consolidated Financial Statements.



                                       F-5
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            (DEFICIENCY) -- RESTATED

                      YEARS ENDED MARCH 31, 2001 AND 2000



<TABLE>
<CAPTION>
                                                                                                          Retained
                                      Preferred Stock               Common Stock           Additional     Earnings
                                 ------------------------      ------------------------     Paid-in     (Accumulated
                                   Shares        Amount         Shares        Amount       Capital        Deficit)        Total
                                 ----------    ----------      ---------    -----------   -----------    -----------    -----------
<S>                              <C>           <C>             <C>          <C>           <C>            <C>            <C>
Balance April 1, 1999                                          5,108,433    $   510,843   $  (137,902)   $  (416,114)   $   (43,173)

Distribution to the principal
    stockholder                                                                            (1,319,196)                   (1,319,196)
Capital contribution to
    facilitate purchase
    of four entities                                                                          431,151                       431,151

Common stock issued
    in reverse acqui-
    sition                                                     3,837,567        383,757       345,381                       729,138

Forgiveness of stock-
    holder interest                                                                            72,863                        72,863

Net income                                                                                                    38,697         38,697
                                                              ----------    -----------   -----------    -----------    -----------
Balance, March 31, 2000                                        8,946,000        894,600      (607,703)      (377,417)       (90,520)

Issuance of common stock
    as payment for com-
    pensation                                                      5,500            550           440                           990

Forgiveness of stockholder
    interest                                                                                   43,301                        43,301

Preferred stock issued in
    exchange for for-
    giveness of note
    payable - stockholder         2,061,946    $   206,195                                    412,390                       618,585

Net income                                                                                                   424,391        424,391
                                 ----------    -----------    ----------    -----------   -----------    -----------    -----------
Balance, March 31, 2001           2,061,946    $   206,195     8,951,500    $   895,150   $  (151,572)   $    46,974    $   996,747
                                 ==========    ===========    ==========    ===========   ===========    ===========    ===========
</TABLE>



See Notes to Consolidated Financial Statements.



                                       F-6
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MARCH 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                         2001              2000
                                                                     -----------       -----------
<S>                                                                  <C>               <C>
Operating activities:
    Net income                                                       $   424,391       $    38,697
    Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
       Depreciation                                                       40,069            31,618
       Deferred income taxes                                            (137,300)          210,236
       Forgiveness of stockholders' interest                              43,301            72,863
       Common stock issued in reverse acquisition                                          729,138
       Cost of services paid through issuance of common stock                990
       Changes in operating assets and liabilities:
         Inventories                                                  (1,166,226)       (5,308,907)
         Due from affiliates                                             139,445          (145,546)
         Other assets                                                    205,823          (257,706)
         Accounts payable and accrued expenses                           125,961           924,066
         Customer deposits and advances                                  225,304           837,259
         Income taxes payable                                            420,300             9,700
                                                                     -----------       -----------
            Net cash provided by (used in) operating activities          322,058        (2,858,582)
                                                                     -----------       -----------
Investing activities:
    Purchase of property and equipment                                    (1,302)          (90,898)
    Investments                                                          (98,214)          (69,850)
                                                                     -----------       -----------
            Net cash used in investing activities                        (99,516)         (160,748)
                                                                     -----------       -----------
Financing activities:
    Capital contributions                                                                  431,151
    Proceeds from mortgages and notes payable                          3,920,938         3,418,249
    Repayments of mortgages and note payable                          (3,630,284)               --
    Stockholders' loans                                                 (238,490)         (281,565)
                                                                     -----------       -----------
         Net cash provided by financing activities                        52,164         3,567,835
                                                                     -----------       -----------
Net increase in cash and cash equivalents                                274,706           548,505
Cash and cash equivalents, beginning of year                             675,299           126,794
                                                                     -----------       -----------
Cash and cash equivalents, end of year                               $   950,005       $   675,299
                                                                     ===========       ===========
Supplemental disclosure of cash flow data:
    Interest paid, net of amount capitalized                         $   254,111       $   126,657
                                                                     ===========       ===========
</TABLE>



Supplemental disclosure of noncash investing and financing activities: During
    2000, the Company declared a distribution and acquired property and
    equipment, in part, with stockholder loans of $1,319,196 and $36,875 of
    long-term debt, respectively.


    In 2001, the note payable - stockholder was satisfied in part by the
    transfer of marketable securities having a value of $168,064 and the
    issuance of 2,061,946 shares of preferred stock having a value of $618,585.


See Notes to Consolidated Financial Statements.



                                       F-7
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1 - Organization, nature of operations and summary of significant
         accounting policies:

            Organization:

                Whitehall Limited, Inc., formerly Cambridge Universal
                Corporation ("Cambridge"), was incorporated in Florida on June
                24, 1999. The Company's subsidiaries include Whitehall Homes,
                Inc., Whitehall Homes at Avalon, Inc., Bermuda Development
                Corporation, Heron Creek and Whitehall Management, Inc.,
                collectively (the "Company").

                On June 17, 1999, Cambridge acquired all of the outstanding
                shares of Whitehall Homes II, Inc. and Subsidiaries in exchange
                for 5,108,433 shares of its common stock. The transaction has
                been accounted for as a reverse merger involving a shell company
                Cambridge, effectively a recapitalization of Whitehall Homes II,
                Inc. and Subsidiaries (the operating company/accounting
                acquirer). Accordingly, the historical consolidated financial
                statements of Whitehall Homes II, Inc. and Subsidiaries are
                presented as the historical consolidated financial statements of
                the registrant. The results of operations of Cambridge (legal
                acquirer/shell) are included in the consolidated financial
                statements since the date of the merger.

                On April 29, 1999, Whitehall Homes, Inc. and Affiliated
                Companies ("Whitehall") acquired, using the purchase method, 50%
                of four companies that it previously did not own (Whitehall
                Homes at Avalon, Inc; Bermuda Development Corp.; Whitehall
                Associates, Inc.; and Whitehall at Maple Hammock, Inc.) in
                exchange for $431,151 which was provided to the Company as a
                capital contribution by the majority stockholders. As a result,
                in April 1999 the Company began consolidating these entities
                which were previously accounted for using the equity method.

            Nature of operations:

                Whitehall was formed to develop land and construct single family
                and/or multi-family housing. It is currently consulting
                operations on the west coast in the State of Florida. All
                project costs are recorded on a specific job basis. All
                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. 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 expensed as incurred, including general and
                administrative expenses.

            Principles of consolidation:

                The consolidated financial statements include the accounts of
                Whitehall Limited, Inc. and its wholly-owned subsidiaries. All
                significant intercompany accounts have been eliminated in
                consolidation.



                                       F-8
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1 - Organization, nature of operations and summary of significant
         accounting policies (continued):

            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. Accordingly, actual results could differ from those
                estimates.

            Equity method investments:

                In 1999, the Company owned 50% of four companies (Whitehall
                Homes at Avalon, Inc.; Bermuda Development Corp.; Whitehall
                Associates, Inc.; and Whitehall at Maple Hammock, Inc.) through
                April 29, 1999. The Company accounted for these investments
                using the equity method.

            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, 2001, the
                Company had cash balances that exceed Federally insured limits
                by approximately $1,033,000.

            Inventories:

                Inventories are stated at cost, 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 the units are sold or placed in
                service. The Company incurred interest cost of $594,541 and
                $383,120, of which $297,129 and $183,600 were capitalized in
                2001 and 2000, respectively.

                Real estate taxes related to land and residential housing in
                progress are capitalized and charged to operations as the units
                are sold.

            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.



                                       F-9
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1 - Organization, nature of operations and summary of significant
         accounting policies (continued):

            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.

                Management also reevaluates the periods of depreciation of
                long-lived assets to determine whether events and circumstances
                warrant revised estimates of useful lives.

            Advertising:

                The Company expenses the cost of advertising and promotions as
                incurred. Advertising costs charged to operations approximated
                $201,000 and $158,000 in 2001 and 2000, respectively. The cost
                of furnishing model units is capitalized and allocated against
                income as units are sold.

            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 will not be 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.

            Comprehensive income:

                The Company has adopted Statement of Financial Standards No.
                130, Reporting Comprehensive Income. Comprehensive income, as
                defined, includes all changes to equity except those resulting
                from investments by owners and distributions to owners. The
                Company has no items of comprehensive income to report.


                                      F-10
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1 - Organization, nature of operations and summary of significant
         accounting policies (concluded):

            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
                will 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 or credit 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 per share:

                The Company presents "basic" earnings 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 per share is
                calculated by dividing net income or loss by the weighted
                average number of shares outstanding during each period. The
                calculation of diluted earnings per share is similar to that of
                basic earnings per share, except that the denominator is
                increased to include the number of additional common shares that
                would have been outstanding if all potentially dilutive common
                shares, such as those issuable upon the exercise of stock
                options and warrants, were issued during the period. Basic and
                diluted earnings per share were the same in 2001 and 2000 since
                the Company had no dilutive securities during those years.


            Reclassifications and Restatements:

                Certain amounts in the 2000 consolidated financial statements
                have been reclassified to conform to the 2001 presentation.


In previously issued financial statements, the Company recorded an obligation
to its principal stockholder with a corresponding charge to land. In these
restated financial statements, the obligation has been properly charged to
additional paid-in capital and the carrying amount of land has been reduced by
$1,319,196.


Note 2 - Inventories:

             Inventories consist of the following at March 31, 2001:

<TABLE>
                 <S>                                             <C>
                 Land                                            $2,008,581
                 Development costs                                  158,350
                 Homes under construction                         5,027,054
                 Amenities                                          102,677
                                                                 ----------
                    Total                                        $7,296,662
                                                                 ==========
</TABLE>



                                      F-11
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Property and equipment:

            Property and equipment consist of the following at March 31, 2001:


<TABLE>
               <S>                                                 <C>
               Land - office building, Sarasota, Florida           $ 68,097
               Building                                             269,551
               Furniture and fixtures                                 1,744
               Equipment                                             59,735
               Vehicles                                             109,672
                                                                   --------
                                                                    508,799
               Less accumulated depreciation                         60,939
                                                                   --------
                        Total                                      $447,860
                                                                   ========
</TABLE>


            During the year ended March 31, 2001 and 2000, depreciation expense
            amounted to $40,069 and $31,618, respectively.


Note 4 - Mortgages and notes payable:
            Mortgages and notes payable consist of the following at March 31,
            2001:

<TABLE>
               <S>                                                                     <C>
               Land and land development loans collateralized by land and land
                  improvements prior to building activities:
                  Bermuda Development - interest at 1.5% over prime rate               $   166,000
                  Whitehall Homes at Avalon Development - interest at 1%
                    over prime rate                                                        591,440
                  Unsecured note; interest at 1% over prime rate                           190,000
                  Unsecured note; interest at 1% over prime rate;
                    due March 1, 2002                                                      100,000
               Construction loans - collateralized by specific homes
                  under construction, interest at prime to 2% over
                  prime rate; maximum loans may not exceed $5,276,177
                  at March 31, 2001                                                      2,700,484
               Notes payable:
                  Collateralized by mortgage on land and buildings, interest at
                    8.75% through March 26, 2006 at which time the rate will be
                    3% over five years at Treasury rate, as defined. The note is
                    payable in monthly installments of $3,534 including interest
                    and is due March 26, 2021                                              400,000
                  Installment notes collateralized by computer equipment
                    loader and vehicles with interest ranging from 5.9% to
                    10.5%, payable $4,171 per month as of March 31, 2001                   119,564
                  Note payable collateralized by a second trust deed on
                    lots payable when sold                                                 269,000
                                                                                      ------------
                                                                                         4,536,488
               Less current portion                                                      2,447,580
                                                                                       -----------
               Mortgages and notes payable, net of current portion                      $2,088,908
                                                                                        ==========
</TABLE>



                                      F-12
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Mortgages and notes payable (concluded):

            Principal payment requirements on mortgages and notes payable in
            years subsequent to March 31, 2001 are as follows:

<TABLE>
<CAPTION>
               Year Ending
                 March 31,                                   Amount
               -----------                                 ----------
               <S>                                         <C>
                  2002                                     $2,447,580
                  2003                                      1,655,313
                  2004                                         31,286
                  2005                                         27,503
                  2006                                         20,006
                  Thereafter                                  354,800
                                                           ----------
                      Total                                $4,536,488
                                                           ==========
</TABLE>


Note 5 - Preferred stock:

            As of March 31, 2001, the Company was authorized to issue up to
            100,000,000 shares of preferred stock with a par value of $.10 per
            share. The preferred stock may be issued in one or more series 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 March 29, 2001, the Board of Directors
            authorized the issuance of 2,061,946 shares of preferred stock, at a
            value of $.30 per share, to its principal stockholder in order to
            satisfy its remaining obligation to its principal stockholder of
            $618,585. The preferred shares will have a two-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 6- Income taxes:

            The net provision for income taxes in 2001 and 2000 consisted of the
            following provisions:

<TABLE>
<CAPTION>
                                   2001             2000
                                 ---------       ---------
<S>                              <C>             <C>
               Federal:
                 Current         $ 360,600       $   6,800
                 Deferred         (116,500)
                                 ---------       ---------
                     Totals        244,100           6,800
                                 ---------       ---------
               State:
                 Current            59,700           2,900
                 Deferred          (20,800)
                                 ---------       ---------
                     Totals         38,900           2,900
                                 ---------       ---------
                     Totals      $ 283,000       $   9,700
                                 =========       =========
</TABLE>



                                      F-13
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6- Income taxes (concluded):

            The provision for income taxes in 2001 and 2000 differ from the
            provision computed using the Federal statutory rate of 34% and the
            Company's income before Federal income tax as a result of the
            following:

           <TABLE>
           <CAPTION>
                                                                         2001     2000
                                                                         ----     ----
           <S>                                                           <C>      <C>
           Expected provision at Federal statutory rate                   34%      34%
           Effect of Graduated Tax Rates                                          (19)
           Effect of state income taxes, net of Federal income taxes       6        5
                                                                         ---      ---
           Effective tax rate                                             40%      20%
                                                                         ===      ===
           </TABLE>

            As of March 31, 2001, deferred tax liabilities were attributable to
            temporary differences related to different book and tax basis in the
            land development cost.


Note 7 - Employee benefit plan:

             Effective March 1, 2001, the Company has adopted 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. The Company's contributions during the year
             ended March 31, 2001 was not material.


Note 8 - Related party transactions:

            During the years ended March 31, 2001 and 2000, the Company charged
            management fees of $56,678 and $7,600, respectively, to related
            parties and had commission income from these related parties of
            $7,071 and $13,654, respectively.

            At March 31, 2001, amounts due from related parties of $6,101,
            included in other assets, are noninterest bearing, due on demand and
            arose from the above transactions.

            During the years ended March 31, 2001 and 2000, the Company incurred
            interest charges of $43,301 and $72,863, respectively, that was
            forgiven on the note payable - stockholder.



                                      F-14
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 - Commitments and contingencies:

            Operating leases:

               The Company leases equipment under operating leases expiring
               through 2005. Minimum lease payments under the noncancelable
               operating leases in years subsequent to March 31, 2001 are as
               follows:

<TABLE>
<CAPTION>
                  Year Ending
                    March 31,            Amount
                  -----------           ---------
                  <S>                   <C>
                     2002               $ 54,788
                     2003                 43,330
                     2004                 37,404
                     2005                 17,804
                                        --------
                       Total            $153,326
                                        ========
</TABLE>

               Rent expense amounted to $35,390 and $14,133 for the years ended
               March 31, 2001 and 2000, respectively.

Note 10- 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 to 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 ten percent 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.


Note 11- Consulting agreements:

            Andrews & Associates, Inc.

               During June 1999, the Company entered into a five-year consulting
               agreement with Andrews & Associates, Inc. The agreement, which
               contains a one three-year renewal option, presently provides for
               consulting services at an annual fee of $115,000 in the areas of
               sales and marketing, land acquisition and development and
               finance. In addition, Andrews & Associates, Inc. received
               1,000,000 shares of the Company's common stock valued at fair
               value ($.19 per share) in connection with the reverse acquisition
               described in Note 1. The aforementioned agreement provides for
               the following payments in years subsequent to March 31, 2001;
               $115,000 in years ending March 31, 2002, 2003 and 2004 and
               $24,000 in 2005.



                                      F-15
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11- Consulting agreements (concluded):

            Loan Star Consulting, Inc.

               During February 2000, the Company entered into a consulting
               agreement, as amended, with Loan Star Consulting, Inc. ("Loan
               Star") which commenced on October 1, 2000. Under this agreement,
               which was terminated and replaced with a new consulting agreement
               dated June 20, 2001, the Company agreed to issue 178,920 shares
               of its common stock and pay an advisory fee starting at $500 per
               month and increasing to $1,500 per month to Loan Star as
               compensation for its services. Loan Star is to provide advisory
               services with respect to mergers, acquisitions, corporate
               finance, joint ventures and other corporate matters. In addition,
               if the Company enters into a transaction with any party
               introduced by Lone Star, the Company is required to pay in cash a
               finders fee to Lone Star in an amount equal to 5% of the gross
               value of the transaction, as well as issuing them 178,920 shares
               of the Company's Common Stock. During April 2001, the Company
               issued Loan Star the initial 178,920 shares of common stock.

Note 12- Employee stock plan:

               On June 14, 2000, the Company adopted 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 year ended March 31, 2001, the
               Company issued 5,500 shares of common stock having a value of
               $990 under the employee stock plan.



                                      * * *



                                      F-16
<PAGE>
                                 EXHIBIT INDEX




<TABLE>
<CAPTION>
               EXHIBIT
               NUMBER        DESCRIPTION OF EXHIBIT
               -------       ----------------------
               <S>           <C>
               3.1           Certificate of Incorporation of the Registrant*

               3.2           Bylaws of the Registrant*

               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.**

               16.1          Letter from Alex N. Chaplan and Associates dated April 23, 2001*

               21.1          Whitehall Quality Homes, Inc. is a wholly owned subsidiary of Whitehall
                             Limited, Inc.**
</TABLE>

---------------
      * Incorporated by reference to Registrant's Form 10-SB, as amended.
     ** Previously filed